UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under Securities Exchange Act of 1934
(Amendment No. 4 )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Randal W. Scott, Ph.D. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
PF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 2,026,410 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 2,026,410 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
2,026,410 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
7.1% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
(a) | Name of Reporting Person
Randal W. Scott, Ph.D. |
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(b) | Principal Business Address 301 Penobscot Drive Redwood City, CA 94063 |
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(c) | Present Principal Occupation or Employment Dr. Scott is Executive Chairman of the Board of Directors of the Company. |
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(d) | Dr. Scott has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar civil infractions or misdemeanors). | ||
(e) | Dr. Scott has not, during the past five years, been a party to a civil proceeding as a result of which he is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. | ||
(f) | Dr. Scott is a citizen of the United States of America. |
(a) | The aggregate percentage of Common Stock reported owned beneficially by Dr. Scott is based upon 28,681,047 shares outstanding as of December 31, 2009. Dr. Scott beneficially owned 2,026,410 shares of Common Stock as of December 31, 2008, constituting approximately 7.1% of the shares of Common Stock outstanding. The 2,026,410 shares of Common Stock included 1,850,646 shares owned directly by Dr. Scott, 12,298 shares indirectly held through Morgan Stanley DW Inc. as Custodian for Randal W. Scott, IRA, 3,466 shares held for the benefit of Dr. Scotts children, of which Dr. Scotts sister is trustee, and options to purchase 160,000 shares of Common Stock that are subject to outstanding options, 110,417 of which are exercisable within 60 days of December 31, 2009 and 49,583 of which will continue to vest in accordance with the vesting terms described in Item 6. below as Dr. Scott continues as an employee with the Company. | ||
(b) | Dr. Scott has sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,026,410 shares of Common Stock. | ||
(c) | On February 10, 2010, Dr. Scott sold 10,000 shares of Common Stock at an average price of $16.9349 per share. On February 11, 2010, Dr. Scott sold 10,000 shares of Common Stock at an average price of $17.5174 per share. These sales were made pursuant to Dr Scotts sales plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, adopted on August 7, 2009, that provides for the sale of up to 240,000 shares of the Companys Common Stock. Subsequent to December 31, 2009, Dr. Scott vested with respect to options to purchase an additional 3,749 shares of Common Stock. | ||
(d) | Not applicable | ||
(e) | Not applicable |
Grant Date | Option Plan | No. of Shares Granted | Exercise Price | |||||||||
December 1, 2005 |
2005 Plan | 50,000 | $ | 10.33 | ||||||||
November 30, 2006 |
2005 Plan | 40,000 | $ | 18.89 | ||||||||
December 6, 2007 |
2005 Plan | 30,000 | $ | 23.31 | ||||||||
December 4, 2008 |
2005 Plan | 40,000 | $ | 17.33 | ||||||||
Total |
160,000 | |||||||||||
By: | /s/ Randal W. Scott | |||
Randal W. Scott, Ph.D. | ||||