| 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 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
ZAMBA CORP [ ZMBA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/20/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
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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 | ||||||||
| Option to purchase common stock | $0.18 | 01/20/2004 | A | 50,025(1) | 12/15/2003 | 12/15/2013 | Common Stock | 50,025 | $0.18 | 1,490,025 | D | ||||
| Option to purchase common stock | $0.18 | 01/20/2004 | A | 3,750(2) | 12/15/2003(3) | 12/15/2013 | Common Stock | 3,750 | $0.18 | 1,490,025 | D | ||||
| Option to purchase common stock | $0.18 | 01/20/2004 | A | 31,250(4) | 12/15/2003(5) | 12/15/2013 | Common Stock | 31,250 | $0.18 | 1,490,025 | D | ||||
| Option to purchase common stock | $0.18 | 01/20/2004 | A | 475,000 | 03/31/2008(6) | 12/15/2013 | Common Stock | 475,000 | $0.18 | 1,490,025 | D | ||||
| Option to purchase common stock | $0.18 | 01/20/2004 | A | 475,000 | 12/15/2003(7) | 12/15/2013 | Common Stock | 475,000 | $0.18 | 1,490,025 | D | ||||
| Explanation of Responses: |
| 1. Granted in exchange for cancellation on June 12, 2003, of options to purchase 160,100 shares of common stock |
| 2. Granted in exchange for cancellation on June 12, 2003, of an option to purchase 15,000 shares of common stock |
| 3. Exercisable as to 87.5% on December 15, 2003, and vesting as to an additional 6.25% on January 17, 2004 and each quarter thereafter. |
| 4. Granted in exchange for cancellation on June 12, 2003, of an option to purchase 125,000 shares of common stock |
| 5. Exercisable as to 75% on December 15, 2003, and vesting as to an additional 6.25% on February 22, 2004 and each quarter thereafter. |
| 6. Exercisable on March 31, 2008, provided that, if, in any quarter commencing with the quarter that begins on July 1, 2003, and ending with the quarter that ends on June 30, 2005, the Company is profitable, as measured by its earnings before interest, taxes, amortization, and one-time or non-recurring charges, and in accordance with Generally Accepted Accounting Principles, 12.5% of such options shall vest at the end of each such quarter |
| 7. Exercisable as to 12.5% on December 15, 2003 and to an additional 6.25% each calendar quarter thereafter |
| Ian Nemerov Attorney-in-fact for Paul McLean | 01/21/2004 | |
| ** 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. | ||