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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LANZA LUCIO 165 UNIVERSITY AVE. SUITE 200 PALO ALTO, CA 94301 |
 X |  |  |  |
| /s/ P. Steven Melman, Attorney-in-Fact for Lucio Lanza | 02/14/2008 | |
| **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) | On May 24, 2007, a wholly owned subsidiary of Issuer acquired Fabbrix, Inc. pursuant to a merger agreement. The reporting person acquired a beneficial ownership interest in 157,442 shares of Issuer's common stock, plus cash, in exchange for his and Lanza techVenture's interest/common stock of Fabbrix, Inc. The value on the Issuer's common stock for purposes of the purchase price of the Fabbrix stock was calculated at $10.497 per share based on an average closing price. During the next 48 months, the reporting owner and Lanza techVentures are entitled to receive additional cash and shares of Issuer's common stock based on achievement of specific revenue goals as set forth in the merger agreement. The deemed value of the earn-out shares shall be based on closing share average price formula set forth in the merger agreement. The earn-out consideration will be payable quarterly/annually according to the relevant provisions in the merger agreement. |
| (2) | Of these 35,722 shares, 5,358 are held in escrow and are subject to forfeiture during the 18 month period following the merger to satisfy claims arising as a result of Fabbrix's breach of any of its representations and warranties or covenants in the merger agreement. |
| (3) | Of these 121,720 shares, 18,258 shares are held in escrow and are subject to forfeiture during the 18 month period following the merger to satisfy claims arising as a result of Fabbrix's breach of any of its representations and warranties or covenants in the merger agreement. |
| (4) | The reporting owner is the managing director of Lanza techVentures, an early stage venture capital and investment firm which he founded in January 2001. |