- Statement of Changes in Beneficial Ownership (4)
18 Octobre 2012 - 6:09PM
Edgar (US Regulatory)
FORM 4
[ ]
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hanson John T
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2. Issuer Name
and
Ticker or Trading Symbol
Dialogic Inc.
[
DLGC
]
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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)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O DIALOGIC INC., 1504 MCCARTHY BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/9/2012
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(Street)
MILPITAS, CA 95035
(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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Restricted Stock Units
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8/9/2012
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A
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4000
(1)
(2)
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A
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$0.00
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4000
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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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$5.00
(3)
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8/9/2012
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A
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15000
(1)
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8/9/2013
(4)
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8/9/2022
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Common Stock
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15000
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$0.00
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15000
(1)
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D
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Explanation of Responses:
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(
1)
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The number of shares reflects a 5-for-1 Reverse Stock Split of the Company's issued and outstanding common stock, $0.001 par value per share, effective September 14, 2012.
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(
2)
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50% of the Restricted Stock Units will vest in full on the first anniversary of the date of grant, and the remaining 50% will vest in full at the two year anniversary of the date of grant.
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(
3)
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This price reflects a 5-for-1 Reverse Stock Split of the Company's issued and outstanding common stock, $0.001 par value per share, effective September 14, 2012.
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(
4)
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25% of the option shares shall vest on the first anniversary of the Grant Date and the balance of the option shares shall vest in 36 equal consecutive monthly installments thereafter until fully-vested.
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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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Hanson John T
C/O DIALOGIC INC.
1504 MCCARTHY BLVD
MILPITAS, CA 95035
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Chief Financial Officer
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Signatures
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Anthony Housefather, Attorney-in-Fact
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10/18/2012
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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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