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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 | ||||||||
| Option to Buy | $ 38.81 | 06/11/2007 | D | 43,500 | (3) | 05/21/2008 | Common Stock | 43,500 | $ 16.19 | 0 | D | ||||
| Option to Buy | $ 48.21 | 06/11/2007 | D | 37,750 | (4) | 05/22/2009 | Common Stock | 37,750 | $ 6.79 | 0 | D | ||||
| Option to Buy | $ 48.22 | 06/11/2007 | D | 45,000 | (5) | 06/05/2010 | Common Stock | 45,000 | $ 6.78 | 0 | D | ||||
| Restricted Stock Units (right to buy) | $ 0.01 | 06/11/2007 | D | 20,000 | (6) | 12/16/2010 | Common Stock | 20,000 | $ 54.99 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GEORGE PETER C/O KRONOS INCORPORATED 297 BILLERICA ROAD CHELMSFORD, MA 01824 |
Sr. VP, Engineering and CTO | |||
| Elspeth Grant Pruett/Attorney-in-fact | 06/13/2007 | |
| **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) | Disposed of pursuant to merger agreement between issuer and Seahawk Merger Sub Corporation in exchange for a cash payment of $55 per share on the effective date of the merger. |
| (2) | Disposed of pursuant to merger agreement between issuer and Seahawk Merger Sub Corporation in exchange for 400,004 shares of Seahawk Acquisition Holdings Corporation ("Seahawk Holdings"). Each share of the issuer was exchanged for 11 shares of Seahawk Holdings. |
| (3) | This option, which provided for vesting in four equal installments beginning on November 21, 2004, was canceled in the merger in exchange for a cash payment of $704,265, representing the difference between the exercise price of the option and the market value of the underlying Kronos common stock on the effective date of the merger ($55 per share). |
| (4) | This option, which provided for vesting in four equal installments beginning on November 22, 2005, was canceled in the merger in exchange for a cash payment of $256,322.50, representing the difference between the exercise price of the option and the market value of the underlying Kronos common stock on the effective date of the merger ($55 per share). |
| (5) | This option, which provided for vesting in four equal installments beginning on December 5, 2006, was canceled in the merger in exchange for a cash payment of $305,100, representing the difference between the exercise price of the option and the market value of the underlying Kronos common stock on the effective date of the merger ($55 per share). |
| (6) | This restricted stock unit award ("RSU"), which, subject to a performance goal being met by the company for fiscal 2007, provided for vesting in four equal installments beginning on November 16, 2007, was canceled in the merger in exchange for a cash payment of $1,099,800 representing the difference between the conversion price of the RSU and the market value of the underlying Kronos common stock on the effective date of the merger ($55 per share). |