- Amended Statement of Changes in Beneficial Ownership (4/A)
12 Enero 2010 - 7:42PM
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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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
*
Bennett Ben
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2. Issuer Name
and
Ticker or Trading Symbol
OPENTV CORP
[
OPTV
]
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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
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(Last)
(First)
(Middle)
C/O OPENTV CORP., 275 SACRAMENTO STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/25/2009
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
11/30/2009
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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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Class A Ordinary Shares
(1)
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11/25/2009
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F
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28657
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D
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$1.53
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218113
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D
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Class A Ordinary Shares
(2)
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11/25/2009
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F
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61134
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D
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$1.53
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156979
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D
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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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Explanation of Responses:
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(
1)
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Represents Class A ordinary shares that were withheld by the Issuer to satisfy the reporting person's tax liability. These Class A ordinary shares were originally issued by the Issuer on December 10, 2007 pursuant to the OpenTV Corp. 2005 Incentive Plan (the "2005 Plan") and were subject to restrictions on sale or transfer. In accordance with the terms of the 2005 Plan, such restrictions lapsed as to all of the reporting person's remaining restricted shares on November 25, 2009 upon the close of the tender offer by Kudelski Interactive Cayman, Ltd. to purchase all outstanding Class A ordinary shares not owned by Kudelski SA or its wholly-owned subsidiaries for $1.55 per share.
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(
2)
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Represents Class A ordinary shares that were withheld by the Issuer to satisfy the reporting person's tax liability. These Class A ordinary shares were originally issued by the Issuer under the OpenTV Corp. 2005 Incentive Plan (the "2005 Plan") in accordance with the terms of the reporting person's employment agreement dated November 5, 2008, which was filed with the Securities and Exchange Commission as an exhibit to the Issuer's Form 10-Q dated November 6, 2008. These Class A ordinary shares were subject to restrictions on sale or transfer. In accordance with the terms of the 2005 Plan, such restrictions lapsed as to all of the reporting person's remaining restricted shares on November 25, 2009 upon the close of the tender offer by Kudelski Interactive Cayman, Ltd. to purchase all outstanding Class A ordinary shares not owned by Kudelski SA or its wholly-owned subsidiaries for $1.55 per share.
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Remarks:
This amendment is being filed to correct a typographical error as to the number of securities disposed of that were reported in Row 1, Column 4 of Table I of the original filing.
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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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Bennett Ben
C/O OPENTV CORP.
275 SACRAMENTO STREET
SAN FRANCISCO, CA 94111
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X
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Chief Executive Officer
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Signatures
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/s/ Ben Bennett
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1/12/2010
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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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