| 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
AIRVANA INC [ AIRV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2010 | ||||||||||||||||||||||||||
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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 | 04/09/2010 | D | 102,639 | D | (1) | 0 | 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) | $1.893 | 04/09/2010 | D | 9,247 | (2) | 10/17/2015 | Common Stock | 9,247 | $5.757 | 0 | D | ||||
| Stock Option (Right to Buy) | $2.433 | 04/09/2010 | D | 8,322 | (3) | 08/20/2016 | Common Stock | 8,322 | $5.217 | 0 | D | ||||
| Stock Option (Right to Buy) | $5.21 | 04/09/2010 | D | 26,000 | (4) | 02/03/2018 | Common Stock | 26,000 | $2.44 | 0 | D | ||||
| Stock Option (Right to Buy) | $5.33 | 04/09/2010 | D | 35,000 | (5) | 02/09/2019 | Common Stock | 35,000 | $2.32 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2009, by and among the issuer, 72 Mobile Holdings, LLC and 72 Mobile Acquisition Corp. in exchange for a cash payment of $785,188.35 ($7.65 per share) on the effective date of the merger. |
| 2. This option, which provided for vesting as to 20% of the shares of common stock subject to this option on July 25, 2006 and the remaining 80% of the shares to vest in equal quarterly installments over the succeeding four years, was canceled in the merger in exchange for a cash payment of $53,234.97 representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($7.65 per share). |
| 3. This option, which provided for vesting as to 20% of the shares of common stock subject to this option on August 21, 2007 and the remaining 80% of the shares to vest in equal quarterly installments over the succeeding four years, was canceled in the merger in exchange for a cash payment of $43,415.87 representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($7.65 per share). |
| 4. This option, which provided for vesting as to 25% of the underlying shares on February 4, 2009 and as to an additional 6.25% each three-month period thereafter until the fourth anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $63,440 representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($7.65 per share). |
| 5. This option, which provided for vesting as to 25% of the underlying shares on February 10, 2010 and as to an additional 6.25% each three-month period thereafter until the fourth anniversary of the date of grant, was canceled in the merger in exchange for a cash payment of $81,200 representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($7.65 per share). |
| Remarks: |
| /s/ Peter C. Anastos | 04/13/2010 | |
| ** 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. | ||