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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 1474 (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 Following Reported Transaction(s) (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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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 12.08 | 08/31/2008(1) | 08/31/2017 | Common Stock | 98,700 | 98,700 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 10.56 | 04/14/2009(2) | 04/14/2018 | Common Stock | 98,700 | 98,700 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 10.56 | 04/14/2009(3) | 04/14/2018 | Common Stock | 22,600 | 22,600 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 4.18 | 04/13/2009 | A | 125,000 | 04/13/2010(7) | 04/13/2019 | Common Stock | 125,000 | $ 4.18 | 125,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Nagler Lorna 2400 XENIUM LANE NORTH PLYMOUTH, MN 55346 |
President & Chief Exec Officer | |||
| Sandra Miller, Attorney-in-Fact | 04/15/2009 | |
| **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 August 31, 2007, the reporting person was granted an option to exercise 98,700 shares of common stock. The option vests equally in three annual installments beginning on August 31, 2008. |
| (2) | On April 14, 2008, the reporting person was granted an option to exercise 98,700 shares of Common Stock. With respect to 1,300 of the 98,700 shares, 434 shares vest on August 31, 2008, an additional 433 shares vest on August 31, 2009 and the remaining 433 shares vest on August 31, 2010. With respect to the remaining 97,400 shares of Common Stock, those shares vest pro-ratably in three annual installments beginning on April 14, 2009. |
| (3) | On April 14, 2008, the reporting person was granted an option to exercise 22,600 shares of Common Stock but such grant requires the approval of the Company's shareholders at its 2008 Annual Meeting. The option vests equally in three annual installments beginning on April 14, 2009. |
| (4) | On April 13, 2009, the reporting person was granted 75,000 shares of Common Stock pursuant to a Restricted Stock Agreement. The shares are subject to forfeiture and are scheduled to vest as to one-third of the shares on each of April 13, 2010, April 13, 2011 and April 13, 2012, pursuant to the terms of the Restricted Stock Agreement. |
| (5) | On April 13, 2009, the reporting person was granted 112,500 shares of Common Stock pursuant to a Restricted Stock Agreement. All or a portion of the shares are subject to forfeiture based on pre-determined corporate financial performance criteria for fiscal year 2010. Following the completion of fiscal 2010, a determination will be made if the threshold financial performance criteria have been met or exceeded. If the threshold level of performance is not met, all of the Restricted Stock is forfeited. To the extent that the performance-based restrictions lapse as to some or all of the Restricted Stock, then the shares vest as follows: (i) one-third as of the date the performance-based restrictions lapse and (ii) one-third each on April 13, 2011 and April 13, 2012. |
| (6) | On April 13, 2009, the reporting person was granted 40,000 shares of Common Stock pursuant to a Restricted Stock Agreement. All of the shares are subject to forfeiture based on pre-determined corporate financial performance criteria for fiscal year 2010. Following the completion of fiscal 2010, a determination will be made if the threshold financial performance criteria have been met or exceeded. If the threshold level of performance is not met, all of the Restricted Stock is forfeited. To the extent that the performance-based restrictions lapse, then the shares vest 100% on April 13, 2010. |
| (7) | On April 13, 2009, the reporting person was granted an option to exercise 125,000 shares of Common Stock. The option vests equally in five annual installments of 25,000 shares beginning on April 13, 2010. |