| 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
INTELLON CORP [ ITLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2009 | ||||||||||||||||||||||||||
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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 | 12/15/2009 | D | 44,608(1) | D | (2) | 0 | D | |||
| Common Stock | 12/15/2009 | D | 127,557 | D | $7.3 | 0 | I | Held by 2001 Casby Family Trust | ||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $8.04 | 12/15/2009 | D | 36,587 | (3) | 05/24/2017 | Common Stock | 36,587 | (3) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $2.1 | 12/15/2009 | D | 40,000 | (4) | 02/26/2019 | Common Stock | 40,000 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. The number of shares disposed of includes 20,000 unvested restricted stock units granted February 26, 2009, 20,320 unvested restricted stock units granted June 1, 2009 and 4,288 restricted stock units which had vested prior to December 15, 2009. |
| 2. The 20,000 unvested restricted stock units granted February 26, 2009 and the 20,320 unvested restricted stock units granted June 1, 2009 were converted pursuant to the merger agreement among issuer, Atheros Communications, Inc. ("Atheros"), Iceman Acquisition One Corporation, and Atheros Powerline LLC, formerly known as Iceman Acquisition Two LLC (the "Merger Agreement"), on substantially identical terms and conditions applicable to such awards, into restricted stock units of Atheros common stock, except that such restricted stock units represent the right to receive, upon vesting, 0.267 shares of Atheros common stock. The 4,288 restricted stock units which vested as of December 15, 2009 were disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $14,304.39 and 621 shares of Atheros common stock having a market value of $32.18 per share on the effective date of the merger. |
| 3. This option, which provided for 25% of the option to vest on the last day of the calendar month of the first anniversary of the issuer's initial public offering with 6.25% of the remaining options vesting at the end of each three-month period thereafter, was assumed by Atheros in the merger and replaced with an option to purchase 9,139 shares of Atheros common stock. |
| 4. This option, which provided for 25% of the option to vest 12 months following February 28, 2009, with the remainder of the shares vesting quarterly at the end of each 3 calendar month period thereafter over the succeeding 3 years, was assumed by Atheros in the merger and replaced with an option to purchase 9,992 shares of Atheros common stock. |
| Remarks: |
| /s/ Larissa M. Cochron | 12/21/2009 | |
| ** 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. | ||