| 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
E PIPHANY INC [ EPNY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2004 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 27,531(1) | D | ||||||||
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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 | ||||||||
| Stock Option (right to buy) | $1.96 | 05/31/2000(2) | 01/12/2010 | Common Stock | 21,406 | 21,406 | D | ||||||||
| Stock Option (right to buy) | $34.5 | 07/24/2001(3) | 01/24/2011 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Stock Option (right to buy) | $9.08 | 04/30/2002(4) | 04/30/2011 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Stock Option (right to buy) | $14.1 | 05/29/2002(5) | 05/29/2011 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (right to buy) | $7.05 | 12/20/2001(6) | 11/20/2011 | Common Stock | 35,000 | 35,000 | D | ||||||||
| Stock Option (right to buy) | $4.44 | 07/24/2004(7) | 07/24/2013 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Explanation of Responses: |
| 1. This total includes 6,039 shares acquired under the issuer's Employee Stock Purchase Plan on April 30, 2004, to yield a balance of 27,531 shares. |
| 2. These shares vest monthly on a ratable basis through May 31, 2004. These shares were part of an original grant of 57,338 shares granted on January 12, 2000, which were accelerated to begin vesting on May 31, 2000 on a monthly basis for the following four years. |
| 3. 25% of the total number of shares granted shall vest every six months for a period of two years. |
| 4. 25% of the total number of shares granted shall vest on the one-year anniversary of the grant date, April 30, 2001, with the remainder vesting ratably on a monthly basis for the remaining 36 months. |
| 5. 25% of the total number of shares granted shall vest on the one-year anniversary of the grant date, May 29, 2001, with the remainder vesting ratably on a monthly basis for the remaining 36 months. |
| 6. These shares shall vest ratably on a monthly basis from the grant date, November 20, 2001, for a period of two years. |
| 7. 25% of the total number of shares granted shall vest on the one-year anniversary of the grant date, July 24, 2003, with the remainder to vest ratably on a monthly basis for the remaining 36 months. |
| Remarks: |
| Andy Sherman | 08/02/2004 | |
| ** 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. | ||