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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 | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 21.8128 | (5) | 06/17/2008 | Common Stock | 800,000 | 800,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 50.1252 | (5) | 04/20/2009 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 160 | (5) | 04/12/2010 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 74.32 | (5) | 04/18/2011 | Common Stock | 375,000 | 375,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 50.36 | (5) | 11/07/2011 | Common Stock | 312,500 | 312,500 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 50.36 | (5) | 11/07/2011 | Common Stock | 312,500 | 312,500 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 36.56 | (5) | 03/19/2012 | Common Stock | 50 | 50 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 25.8 | (5) | 05/02/2012 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 28.28 | (5) | 05/14/2012 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 14.8 | (5) | 07/25/2012 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 15.4 | (6) | 07/23/2013 | Common Stock | 375,000 | 375,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 15.16 | (7) | 07/29/2014 | Common Stock | 312,500 | 312,500 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 15.4 | (8) | 07/28/2015 | Common Stock | 225,000 | 225,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 19.8 | (9) | 04/27/2016 | Common Stock | 525,000 | 525,000 | D | ||||||||
| Employee Stock Option (Right to Buy) (4) | $ 20.4 | (10) | 07/31/2017 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCNEALY SCOTT G 4150 NETWORK CIRCLE SANTA CLARA, CA 95054 |
X | |||
| /s/ Scott G. McNealy | 11/13/2007 | |
| **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) | This includes 12,500 shares of unvested restricted stock and 25,000 shares of unvested restricted stock units. |
| (2) | The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. |
| (3) | These shares are held in a California Uniform Transfer to Minors Act account for the benefit of the reporting person's child. The reporting person's spouse is custodian of the account. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. |
| (4) | This option was granted under the Sun Microsystems, Inc. 1990 Long-Term Equity Incentive Plan. |
| (5) | Immediately. |
| (6) | The remainder of this option vests in one annual installment of 75,000 shares on the fifth anniversary of the date of grant. |
| (7) | The remainder of this option vests in two equal annual installments of 62,500 shares on each of the fourth and fifth anniversaries of the date of grant. |
| (8) | The remainder of this option vests in three equal annual installments of 45,000 shares on each of the third, fourth and fifth anniversaries of the date of grant. |
| (9) | The remainder of this option vests in four equal annual installments of 105,000 shares on each of the second, third, fourth and fifth anniversaries of the date of grant. |
| (10) | This option vests and becomes exercisable in five equal annual installments of 100,000 shares beginning on July 31, 2008. |
| (11) | This transaction represents the purchase by Sun Microsystems, Inc. of a fractional share of Common Stock resulting from the company's one-for-four reverse stock split effective November 12, 2007 at a purchase price of $20.71 per share, which was the average closing price as reported on NASDAQ for the four trading days preceding the effective date. |