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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
@ROAD, INC [ ARDI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
02/16/2007 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/16/2007 | D | 437,500 | D | ( 1 ) | 0 | D | |||
Common Stock | 02/16/2007 | D | 100,601 | D | ( 2 ) | 0 | I | By IVM IF VIII | ||
Common Stock | 02/16/2007 | D | 25,138 | D | ( 3 ) | 0 | I | By IVM IF VIIIA | ||
Common Stock | 02/16/2007 | D | 6,595,273 | D | ( 4 ) | 0 | I | By IVP VIII | ||
Common Stock | 02/16/2007 | D | 12,000 | D | ( 5 ) | 0 | I | by Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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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 | ||||||||
Non-Qualified Stock Option (right to buy) | $1.97 | 02/16/2007 | D | 10,000 | ( 6 ) | 05/24/2011 | Common Stock | 10,000 | ( 7 ) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $2.65 | 02/16/2007 | D | 10,000 | ( 8 ) | 06/08/2015 | Common Stock | 10,000 | ( 7 ) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $5.42 | 02/16/2007 | D | 10,000 | ( 9 ) | 06/07/2016 | Common Stock | 10,000 | ( 7 ) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $7 | 02/16/2007 | D | 10,000 | ( 10 ) | 05/22/2012 | Common Stock | 10,000 | ( 7 ) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to an Agreement and Plan of Merger between the Issuer, Trimble Navigation Limited ("Trimble") and Roadrunner Acquisition Corp. (the "Merger") in exchange for 19,556 shares of Trimble common stock having a market value of $55.96 per share on the effective date of the Merger and a cash payment of $2,187,513.99. |
2. The reporting person is a Manager of Institutional Venture Management VIII, LLC ("IVM"). IVM is the General Partner of Institutional Venture Partners VIII, L.P. ("IVP"), a 10% owner of the Issuer. IVM is also the Manager of IVM Investment Fund VIII, LLC ("IVM IF") and IVM Investment Fund VIII-A, LLC ("IVM IF-A"). The reporting person disclaims beneficial ownership of the shares held by IVP, IVM IF, and IVM IF-A, except to the extent of any indirect pecuniary interest therein. Shares were disposed of pursuant to the Merger in exchange for 4,496 shares of Trimble common stock having a market value of $55.96 per share on the effective date of the Merger and a cash payment of $503,053.41. |
3. The reporting person is a Manager of Institutional Venture Management VIII, LLC ("IVM"). IVM is the General Partner of Institutional Venture Partners VIII, L.P. ("IVP"), a 10% owner of the Issuer. IVM is also the Manager of IVM Investment Fund VIII, LLC ("IVM IF") and IVM Investment Fund VIII-A, LLC ("IVM IF-A"). The reporting person disclaims beneficial ownership of the shares held by IVP, IVM IF, and IVM IF-A, except to the extent of any indirect pecuniary interest therein. Shares were disposed of pursuant to the Merger in exchange for 1,123 shares of Trimble common stock having a market value of $55.96 per share on the effective date of the Merger and a cash payment of $125,727.44. |
4. The reporting person is a Manager of Institutional Venture Management VIII, LLC ("IVM"). IVM is the General Partner of Institutional Venture Partners VIII, L.P. ("IVP"), a 10% owner of the Issuer. IVM is also the Manager of IVM Investment Fund VIII, LLC ("IVM IF") and IVM Investment Fund VIII-A, LLC ("IVM IF-A"). The reporting person disclaims beneficial ownership of the shares held by IVP, IVM IF, and IVM IF-A, except to the extent of any indirect pecuniary interest therein. Shares were disposed of pursuant to the Merger in exchange for 294,808 shares of Trimble common stock having a market value of $55.96 per share on the effective date of the Merger and a cash payment of $32,976,404.17. |
5. Shares held by reporting person's spouse and disposed of pursuant the Merger in exchange for 536 shares of Trimble common stock having a market value of $55.96 per share on the effective date of the Merger and a cash payment of $60,022.39. |
6. This option, which became fully vested on June 1, 2002, was canceled in the Merger in exchange for a cash payment of $36,887.84 and 329 shares of Trimble common stock. |
7. Blank intentionally |
8. This option, which became fully vested on July 1, 2006, was canceled in the Merger in exchange for a cash payment of $32,382.37 and 288 shares of Trimble common stock. |
9. This option, which vests in 12 monthly increments from July 1, 2006 but provides for acceleration of vesting in the event of a Change in Control, was canceled in the Merger in exchange for a cash payment of $13,916.43 and 123 shares of Trimble common stock. |
10. This option, which became fully vested on June 1, 2003, was canceled in the Merger in exchange for a cash payment of $3,377.04 and 29 shares of Trimble common stock. |
/s/ T. Peter Thomas | 02/16/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |