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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option | $ 2.575 | 09/06/2017 | D(1) | 320,000 | (2) | 09/19/2022 | Common Stock | 320,000 | (1) | 0 | D | ||||
Employee Stock Option | $ 0.67 | 09/06/2017 | A(1) | 320,000 | (2) | 09/19/2022 | Common Stock | 320,000 | (1) | 320,000 | D | ||||
Employee Stock Option | $ 2.575 | 09/06/2017 | D(1) | 106,667 | (3) | 09/19/2022 | Common Stock | 106,667 | (1) | 0 | D | ||||
Employee Stock Option | $ 0.67 | 09/06/2017 | A(1) | 106,667 | (3) | 09/19/2022 | Common Stock | 106,667 | (1) | 106,667 | D | ||||
Employee Stock Option | $ 2.575 | 09/06/2017 | D(1) | 213,333 | (3) | 09/19/2022 | Common Stock | 213,333 | (1) | 0 | D | ||||
Employee Stock Option | $ 0.67 | 09/06/2017 | A(1) | 213,333 | (3) | 09/19/2022 | Common Stock | 213,333 | (1) | 213,333 | D | ||||
Employee Stock Option | $ 2.575 | 09/06/2017 | D(1) | 40,000 | (4) | 11/08/2023 | Common Stock | 40,000 | (1) | 0 | D | ||||
Employee Stock Option | $ 0.67 | 09/06/2017 | A(1) | 40,000 | (4) | 11/08/2023 | Common Stock | 40,000 | (1) | 40,000 | D | ||||
Employee Stock Option | $ 2.92 | 09/06/2017 | D(1) | 200,000 | (5) | 02/18/2026 | Common Stock | 200,000 | (1) | 0 | D | ||||
Employee Stock Option | $ 0.67 | 09/06/2017 | A(1) | 200,000 | (5) | 02/18/2026 | Common Stock | 200,000 | (1) | 200,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KUMAR AMIT C/O ITUS CORPORATION 3150 ALMADEN EXPRESSWAY, SUITE 250 SAN JOSE, CA 95118 |
X | Chief Executive Officer |
/s/ Amit Kumar | 09/08/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These transactions involved an amendment of outstanding stock options for the sole purpose of lowering the exercise price, resulting in the deemed cancellation of the "old" options and the grant of replacement options. All of the other terms of the options remain the same, including without limitation, the number of shares underlying the options, the vesting periods of the options, and the expiration dates of the options. |
(2) | The option was originally granted on September 19, 2012 and vested in 36 equal monthly installments beginning on October 31, 2012. |
(3) | The option was originally granted September 19, 2012 and vested as follows: (i) 106,667 shares upon the achievement of certain performance criteria; and (ii) 213,333 shares in two equal installments if the average closing price of the Company's common stock exceeds certain specified levels. |
(4) | The option was originally granted on November 8, 2013 and vested in 36 consecutive monthly installments beginning on December 31, 2013. |
(5) | The option was originally granted on February 18, 2016 and vested in 36 consecutive monthly installments beginning on March 31, 2016. |