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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 | ||||||||
Restricted Stock | (3) | 08/20/2007 | D | 29,560 | (4) | (4) | Class A Common Stock | 29,560 | (5) | 0 | D | ||||
Stock Option | $ 6.6 | 08/20/2007 | D | 9,000 | (6) | 08/03/2014 | Class A Common Stock | 9,000 | (7) | 0 | D | ||||
Stock Option | $ 6.25 | 08/20/2007 | D | 200,000 | (6) | 08/07/2013 | Class A Common Stock | 200,000 | (7) | 0 | D | ||||
Stock Option | $ 2.65 | 08/20/2007 | D | 20,600 | (6) | 05/14/2013 | Class A Common Stock | 20,600 | (7) | 0 | D | ||||
Stock Option | $ 4.9 | 08/20/2007 | D | 60,000 | (6) | 06/21/2012 | Class A Common Stock | 60,000 | (7) | 0 | D | ||||
Stock Option | $ 11 | 08/20/2007 | D | 46,505 | (6) | 09/10/2011 | Class A Common Stock | 46,505 | (7) | 0 | D | ||||
Stock Option | $ 64.06 | 08/20/2007 | D | 34,000 | (6) | 01/26/2011 | Class A Common Stock | 34,000 | (7) | 0 | D | ||||
Stock Option | $ 84.38 | 08/20/2007 | D | 9,052 | (6) | 11/14/2010 | Class A Common Stock | 9,052 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MURAWSKI THOMAS F C/O EASYLINK SERVICES CORPORATION 33 KNIGHTSBRIDGE ROAD PISCATAWAY, NJ 08854 |
X | Chief Executive Officer |
/s/ Thomas F. Murawski | 08/28/2007 | |
**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) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Issuer, Internet Commerce Corporation ("ICC") and Jets Acquisition Sub, Inc. at a price of $5.80 per share in cash. |
(2) | Held by the Issuer's 401(k) plan for the account of the Reporting Person. |
(3) | Each share of restricted stock represented the right to receive one share of Class A Common Stock of the Issuer. |
(4) | The shares of restricted stock would have vested as to 25% of such shares on October 10, 2007 and as to 1/12th of the remaining shares quarterly thereafter. |
(5) | The shares of restricted stock were converted into restricted shares of ICC equal to (i) the product of $5.80 per share and the number of shares of restricted stock held by the Reporting Person, divided by (ii) a Volume Weighted Price (as defined in the Merger Agreement). The shares of restricted stock of ICC replacing the shares of the Issuer's restricted stock are subject to comparable vesting restrictions as applied to those shares of the Issuer's restricted stock prior to being replaced by shares of ICC restricted stock. |
(6) | The stock options vest 25% on the first anniversary of the date of grant and thereafter in equal amounts quarterly over the three-year period following the first anniversary. |
(7) | The stock options were replaced by ICC with substitute options to purchase shares of Class A Common Stock of ICC. Each substitute option is subject to, and becomes exercisable and vests on, comparable terms and conditions as applied to the options being replaced, except that each substitute option will be exercisable for that number of shares of Class A Common Stock of ICC equal to the number of shares of the Issuer's Class A Common Stock subject to that option multiplied by an Exchange Ratio (as defined in the Merger Agreement). |
Remarks: This Amended Form 4 is to correct an error in the original Form 4 filed on August 28, 2007, to mark with a check mark the Box indicating that the Reporting Person is no longer subject to Section 16. |