SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PAO FRANK
(Last) (First) (Middle)
VIRAGE, INC.
411 BOREL AVENUE
(Street)
SAN MATEO CA 94402
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VIRAGE INC [ VRGE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Business Affairs, Secretary
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 09/02/2003 M 7,500 A $0.26 83,407 D
Common Stock, par value $0.001 09/02/2003 M 20,833 A $0.32 104,240 D
Common Stock, par value $0.001 09/02/2003 M 75,727 A $0.59 179,967 D
Common Stock, par value $0.001 09/02/2003 M 22,916 A $0.78 202,883 D
Common Stock, par value $0.001 09/02/2003 D ( 1 ) 126,976 D $1.1 75,907 D
Common Stock, par value $0.001 09/02/2003 D ( 1 ) 75,907 D $1.1 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $0.26 09/02/2003 M 7,500 04/23/1997 ( 2 ) 04/23/2007 Common Stock 7,500 $0 0 D
Option (right to buy) $0.32 09/02/2003 M 20,833 04/23/1998 ( 3 ) 04/23/2008 Common Stock 20,833 $0 0 D
Option (right to buy) $0.59 09/02/2003 M 75,727 08/07/2002 ( 3 ) 08/07/2012 Common Stock 75,727 $0 19,273 D
Option (right to buy) $0.78 09/02/2003 M 22,916 09/30/2002 ( 4 ) 09/30/2012 Common Stock 22,916 $0 27,084 D
Option (right to buy) $1 09/02/2003 D ( 5 ) ( 6 ) 10,938 02/24/1999 ( 3 ) 02/24/2009 Common Stock 10,938 $0 0 D
Option (right to buy) $3.2 09/02/2003 D ( 5 ) ( 6 ) 50,000 08/04/1999 ( 3 ) 08/04/2009 Common Stock 50,000 $0 0 D
Option (right to buy) $4.15 09/02/2003 D ( 5 ) ( 6 ) 30,000 04/27/2001 ( 3 ) 04/27/2011 Common Stock 30,000 $0 0 D
Option (right to buy) $0.59 09/02/2003 D ( 5 ) ( 6 ) 19,723 08/07/2002 ( 3 ) 08/07/2012 Common Stock 19,723 $0 0 D
Option (right to buy) $0.78 09/02/2003 D ( 5 ) ( 6 ) 27,084 08/07/2002 ( 4 ) 08/07/2012 Common Stock 27,084 $0 0 D
Explanation of Responses:
1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 9, 2003, by and among Autonomy Corporation plc, a corporation formed under the laws of England and Wales ("Autonomy"), Violet Merger Sub, Inc., a Delaware corporation, and Virage, Inc., a Delaware corporation (the "Merger Agreement"), and upon the closing of the merger contemplated therein, each outstanding share of Virage, Inc. common stock was converted into the right to receive $1.10 in cash. The named individual on page 1 of this Form 4 (the "Named Individual") has converted the shares of Virage, Inc. common stock identified in Part 4 of Table 1 (the "Shares") into the right to receive $1.10 per share in cash.
2. Options are immediately exercisable and the underlying shares vest 1/8th upon the six month anniversary of the date identified in Part 6 of Table II and the shares vests 1/48th per month for each month of continuous service to Virage, Inc.
3. Options are immediately exercisable and the underlying shares vest 1/48th per month for each month of continuous service to Virage, Inc.
4. Options are immediately exercisable and the underlying shares vest 1/24th per month for each month of continuous service to Virage, Inc.
5. Pursuant to the terms of the Merger Agreement, and upon the closing of the merger contemplated therein, each outstanding option to purchase shares of Virage, Inc. common stock was converted into the right to receive an option to purchase that number of whole Autonomy ordinary shares equal to the product of the number of shares Virage, Inc. common stock subject to the option multiplied by a fraction (referred to as the "Option Exchange Ratio"), the numerator of which is $1.10 and denominator of which is the average closing selling price of Autonomy ordinary shares as quoted on the London Stock Exchange for the ten trading days preceding the closing date of the merger (as converted to U.S. dollars), rounded down to the nearest whole number of Autonomy ordinary shares (the "Autonomy Options").
6. Pursuant to the terms of the Merger Agreement, and upon the closing of the merger contemplated therein, the exercise price of the Autonomy Options will be equal to the exercise price for the shares of Virage, Inc. common stock purchasable pursuant to the option divided by the Option Exchange Ratio, rounded up to the nearest whole cent.
/s/ Rachel Paris 09/04/2003
** Signature of Reporting Person Date
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