- Statement of Changes in Beneficial Ownership (4)
March 14 2011 - 4:55PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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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
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1. Name and Address of Reporting Person
*
Nikl Robert
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2. Issuer Name
and
Ticker or Trading Symbol
Verigy Ltd.
[
VRGY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
10100 NORTH TANTAU AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2010
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(Street)
CUPERTINO, CA 95014
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$9.14
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12/3/2010
(1)
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A
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20075
(2)
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9/13/2011
(3)
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11/30/2017
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Ordinary Shares
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20075
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$0
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20075
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D
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Employee Stock Option (Right to Buy)
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$9.14
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12/3/2010
(1)
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A
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20075
(4)
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12/13/2011
(5)
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11/30/2017
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Ordinary Shares
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20075
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$0
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20075
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Verigy Ltd. 2006 Equity Incentive Plan and the Four-Tranche Option Agreement, unpriced tranches of the Four Tranche option awards were automatically priced as of December 3, 2010, the last trading day immediately preceding the December 6, 2010 public announcement of Advantest's proposal to acquire all of the outstanding shares of Verigy.
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(
2)
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This is the 3rd tranche of an option award that is divided into four grants, each comprised of 1/4 of the total number of shares subject to the award. The 3rd tranche vests in 14 equal quarterly installments with vestings on each Sept 13, Dec 13, Mar 13 and Jun 13.
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(
3)
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This option becomes exercisable in 14 equal quarterly installments.
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(
4)
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This is the 4th tranche of an option award that is divided into four grants, each comprised of 1/4 of the total number of shares subject to the award. The 4th tranche vests in 13 equal quarterly installments with vestings on each Dec 13, Mar 13, Jun 13 and Sept 13.
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(
5)
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The option becomes exercisable in 13 equal quarterly installments.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Nikl Robert
10100 NORTH TANTAU AVENUE
CUPERTINO, CA 95014
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Chief Financial Officer
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Signatures
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Jacobin Zorin, Attorney-In-Fact
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3/14/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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