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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Non-Qualifed Stock Option (Right to Buy Common Stock) | $ 3.08 | (6) | 05/21/2013 | Common Stock | 87,665 | 87,665 | D | ||||||||
| Non-Qualifed Stock Option (Right to Buy Common Stock) | $ 3.84 | (6) | 02/23/2015 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Incentive Stock Option (Right to Buy Common Stock) (7) | $ 11.76 | (8) | 05/06/2013 | Common Stock | 37,416 | 37,416 | D | ||||||||
| Non-Qualifed Stock Option (Right to Buy Common Stock) | $ 10.69 | (8) | 08/06/2018 | Common Stock | 12,584 | 12,584 | D | ||||||||
| Non-Qualifed Stock Option (Right to Buy Common Stock) | $ 14.09 | (9) | 05/13/2019 | Common Stock | 75,000 | 75,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOSHAYEDI MEHRDAD 3001 DAIMLER STREET SANTA ANA, CA 92705-5812 |
X | X | President, COO, CTO, Secretary | |
| M&S MOSHAYEDI REVOCABLE TRUST DTD 9-28-98 3001 DAIMLER STREET SANTA ANA, CA 92705-5812 |
X | |||
| MOSHAYEDI SEMIFA 3001 DAIMLER STREET SANTA ANA, CA 92705-5812 |
X | |||
| /s/ Mark Moshayedi | 08/13/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark Moshayedi, co-trustee | 08/13/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Semira Moshaedi, co-trustee | 08/13/2009 | |
| **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) | 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 D. and N. Moshayedi Investment Trust, dated 9/25/93, and Mark 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. Mark Moshayedi 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 9/25/98, and indirectly by Mark Moshayedi and Semira Moshayedi as co-trustees of this trust. Each of the co-trustees disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. |
| (5) | Due to the sale described in footnote (1) above and corresponding footnote (4) above, the M. and S. Moshayedi Revocable Trust, dated 9/28/98 (of which Semira Moshayedi is co-trustee) 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 9/25/98 and Semira Moshayedi. Mark Moshayedi remains subject to Section 16. |
| (6) | These options are fully vested and immediately exercisable. |
| (7) | 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. |
| (8) | This option shall vest and become exercisable in four equal annual installments commencing on May 7, 2009. |
| (9) | This option shall vest and become exercisable in four equal annual installments commencing on May 14, 2010. |