FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MOSHAYEDI MANOUCH
2. Issuer Name and Ticker or Trading Symbol

STEC, INC. [ STEC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

3001 DAIMLER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

8/11/2009
(Street)

SANTA ANA, CA 92705-5812
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/11/2009     S (1)    1457878   D $29.76   0   I   By Trust   (2)
Common Stock   8/11/2009     S (1)    70464   D $29.76   0   I   By Children   (3)
Common Stock   8/11/2009     S (1)    2971658   D $29.76   3184271   I   By Trust   (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (Right to Buy Common Stock)   (6) $11.76                      (7) 5/6/2013   Common Stock   37416     37416   D    
Non-Qualified Stock Option (Right to Buy Common Stock)   $10.69                      (7) 5/6/2018   Common Stock   62584     62584   D    
Non-Qualified Stock Option (Right to Buy Common Stock)   $14.09                      (8) 5/13/2019   Common Stock   150000     150000   D    

Explanation of Responses:
( 1)  On August 11, 2009, pursuant to an underwriting agreement dated August 5, 2009, among STEC, Inc. (the "Company"), the selling shareholders named therein (Manouch Moshayedi and Mark Moshayedi, both officers and directors of the Company) (the "Selling Shareholders"), and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (the "Underwriters"), the Selling Shareholders sold 9,000,000 of their outstanding shares of the Company's common stock to the Underwriters at a per share price of $29.76 (for aggregate proceeds, before expenses, of $267,840,000).
( 2)  These shares were owned directly by the M. and S. Moshayedi Investment Trust, dated 11/16/95, and Manouch Moshayedi is an indirect beneficiary of this trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 3)  The shares were owned by the reporting person's children. The reporting person disclaims beneficial ownership of these securities held by his children except to the extent of his pecuniary interest therein.
( 4)  These shares are owned directly by the M. and S. Moshayedi Revocable Trust, dated 11/16/95, and indirectly by Manouch Moshayedi as trustee of this trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 5)  Due to the sale described in footnote (1) above and corresponding footnote (4) above, the M. and S. Revocable Trust, dated 11/16/95 is no longer a 10% beneficial owner of the Company's common stock, and thereby is no longer subject to Section 16. The checked box in the top left corner of this Form 4 relates solely to the M. and S. Moshayedi Revocable Trust, dated 11/16/95. Manouch Moshayedi remains subject to Section 16.
( 6)  Under the Company's 2000 Stock Incentive Plan and IRS rules, incentive stock options granted to a holder of 10% of more of the Company's common stock must have an exercise price per share not less than 110% of the fair market value per share of the common stock on the grant date and a term of not more than 5 years.
( 7)  This option shall vest and become exercisable in four equal annual installments commencing on May 7, 2009.
( 8)  This option shall vest and become exercisable in four equal annual installments commencing on May 14, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOSHAYEDI MANOUCH
3001 DAIMLER STREET
SANTA ANA, CA 92705-5812
X
Chief Executive Officer
M&S MOSHAYEDI REVOCABLE TRUST DTD 11-16-95
3001 DAIMLER STREET
SANTA ANA, CA 92705-5812

X


Signatures
/s/ Manouch Moshayedi 8/13/2009
** Signature of Reporting Person Date

/s/ Manouch Moshayedi, trustee 8/13/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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