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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 | ||||||||
| Stock Appreciation Right | $ 7.69 | 12/17/2008 | A | 125,000 | 12/17/2009 | 12/17/2010 | Common Stock | 125,000 | (1) | 125,000 | D | ||||
| Employee Stock Option (Right to buy) | $ 16.688 | 12/17/2008 | D | 250,000 | (2) | 02/23/2011 | Common Stock | 250,000 | (1) | 0 | D | ||||
| Stock Appreciation Right | $ 7.69 | 12/17/2008 | A | 100,000 | 12/17/2009 | 12/17/2010 | Common Stock | 100,000 | (3) | 100,000 | D | ||||
| Employee Stock Option (Right to buy) | $ 16.35 | 12/17/2008 | D | 200,000 | (4) | 02/22/2012 | Common Stock | 200,000 | (3) | 0 | D | ||||
| Stock Appreciation Right | $ 7.69 | 12/17/2008 | A | 120,000 | 12/17/2009 | 12/17/2010 | Common Stock | 120,000 | (5) | 120,000 | D | ||||
| Employee Stock Option (Right to buy) | $ 10.89 | 12/17/2008 | D | 120,000 | (6) | 03/17/2009 | Common Stock | 120,000 | (5) | 0 | D (7) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OSHMAN M KENNETH 550 MERIDIAN AVE SAN JOSE, CA 95126 |
X | X | Chairman of the Board & CEO | |
| OSHMAN TRUST DATED 7 10 1979 C/O M KENNETH OSHMAN ECHELON CORP., 550 MERIDIAN AVE SAN JOSE, CA 95126 |
X | |||
| O S VENTURES C/O M KENNETH OSHMAN ECHELON CORP., 550 MERIDIAN AVE SAN JOSE, CA 95126 |
X | |||
| /s/ Oliver R. Stanfield, attorney-in-fact for M. Kenneth Oshman | 12/19/2008 | |
| **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) | M. Kenneth Oshman ("Oshman") agreed to cancellation of a stock option granted to him on February 23, 2001, in exchange for a stock appreciation right granted under the Echelon Corporation 1997 Stock Plan (the "Plan") having a lower per share exercise price. |
| (2) | Cancellation of a stock option granted to Oshman under the Plan on February 23, 2001 to buy 250,000 shares of Common Stock. The stock option was originally exercisable in full as of the February 23, 2001 grant date, subject to a repurchase option in favor of the Issuer. The stock option vested as to 1/4th of the shares on February 23, 2002 and as to 1/48th of the shares on each one month anniversary thereafter; however, on September 17, 2004, vesting was accelerated in full. |
| (3) | Oshman agreed to cancellation of a stock option granted to him on February 22, 2002, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price. |
| (4) | Cancellation of a stock option granted to Oshman under the Plan on February 22, 2002 to buy 200,000 shares of Common Stock. The stock option was originally exercisable in full as of the February 22, 2002 grant date, subject to a repurchase option in favor of the Issuer. The option was originally exercisable as to 1/4th of the shares on February 22, 2003 and as to 1/48th of the shares on each one month anniversary thereafter; however, on September 17, 2004, vesting was accelerated in full. |
| (5) | Oshman agreed to cancellation of a stock option granted to him on March 17, 2004, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price. |
| (6) | Cancellation of a stock option granted to Oshman under the Plan on March 17, 2004 to buy 120,000 shares of Common Stock. The stock option was originally exercisable in full as of the March 17, 2004 grant date, subject to a repurchase option in favor of the Issuer. The option was originally exercisable as to 1/4th of the shares on March 17, 2005 and as to 1/48th of the shares on each one month anniversary thereafter; however, on September 17, 2004, vesting was accelerated in full. |
| (7) | First of two Forms 4 filed to report Oshman transactions on December 17, 2008. |