- Statement of Changes in Beneficial Ownership (4)
06 10월 2010 - 6:29AM
Edgar (US Regulatory)
FORM 4
[
X
]
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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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
*
Shipp Teresa
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2. Issuer Name
and
Ticker or Trading Symbol
SALARY. COM, INC.
[
SLRY
]
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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)
Senior Vice President of Sales
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(Last)
(First)
(Middle)
C/O SALARY.COM, INC., 160 GOULD STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2010
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(Street)
NEEDHAM, MA 02494
(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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Common Stock
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10/1/2010
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U
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161086
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D
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$4.07
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67102
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D
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Common Stock
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10/1/2010
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U
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35000
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D
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$4.07
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0
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I
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By husband's retirement plan
(1)
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Common Stock
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10/1/2010
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D
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67102
(2)
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D
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$4.07
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0
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D
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Common Stock
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10/1/2010
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M
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2427
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A
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$0.223
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2427
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D
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Common Stock
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10/1/2010
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F
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862
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D
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$4.07
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1565
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D
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Common Stock
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10/1/2010
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D
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1565
(3)
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D
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$4.07
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0
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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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Stock Options (right to buy)
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$0.223
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10/1/2010
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M
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2427
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3/31/2006
(4)
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3/31/2016
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Common stock
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2427
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$0
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0
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D
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Explanation of Responses:
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(
1)
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The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
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(
2)
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These restricted stock units and restricted stock awards vested in full and were cancelled immediately prior to the effective time of the merger (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated August 31, 2010, by and among Kenexa Corporation, Spirit Merger Sub, Inc. and Salary.com, Inc. (the "Merger Agreement") in exchange for an aggregate cash payment equal to the number of shares of Salary.com's common stock underlying such restricted stock units and restricted stock awards multiplied by the per share purchase price of $4.07.
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(
3)
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Disposed of at the effective time of the Merger pursuant to the terms of the Merger Agreement.
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(
4)
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Represents options under Salary.com, Inc.'s Amended and Restated 2004 Stock Option and Incentive Plan that were either fully exercisable or accelerated in full and exercised pursuant to the terms of the Merger Agreement.
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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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Shipp Teresa
C/O SALARY.COM, INC.
160 GOULD STREET
NEEDHAM, MA 02494
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Senior Vice President of Sales
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Signatures
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/s/ Bryce Chicoyne, Attorney in Fact
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10/5/2010
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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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