- Statement of Changes in Beneficial Ownership (4)
02 March 2011 - 9:32AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Orme Eric
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2. Issuer Name
and
Ticker or Trading Symbol
HSW International, Inc.
[
HSWI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Technology Officer
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(Last)
(First)
(Middle)
HSW INTERNATIONAL, INC., 3280 PEACHTREE ROAD, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/25/2011
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(Street)
ATLANTA, GA 30305
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/25/2011
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A
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6000.0000
(1)
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A
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$0.0000
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6102.0000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$2.8800
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2/25/2011
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A
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27500.0000
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(2)
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2/25/2021
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Common Stock
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27500.0000
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$0.0000
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27500.0000
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D
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Nonqualified Stock Option (Right to Buy)
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$3.9000
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(3)
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11/5/2019
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Common Stock
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22500.0000
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22500.0000
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D
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Stock Option (Right to Buy)
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$32.5000
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(4)
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8/12/2018
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Common Stock
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334.0000
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334.0000
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D
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Stock Option (Right to Buy)
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$6.0600
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(5)
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9/21/2020
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Common Stock
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60000.0000
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60000.0000
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D
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Stock Option (Right to Buy)
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$70.3000
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(4)
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11/9/2017
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Common Stock
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2500.0000
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2500.0000
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D
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Explanation of Responses:
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(
1)
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Restricted stock granted in accordance with the 2010 Executive Management Plan. These shares vested in full upon the grant.
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(
2)
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On March 25, 2011, 1,165 options will vest and, thereafter, the remaining options will vest equally in 23 monthly installments commencing on April 25, 2011.
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(
3)
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3057 shares of the options vested on November 5, 2009. 555 became fully vested on December 1, 2009, and 555 shall continue to vest on the first date of each month thereafter until all options have vested.
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(
4)
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The options are 100% vested.
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(
5)
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The options will vest in four equal installments annually beginning September 21, 2011.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Orme Eric
HSW INTERNATIONAL, INC.
3280 PEACHTREE ROAD, SUITE 600
ATLANTA, GA 30305
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Chief Technology Officer
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Signatures
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/s/ Bradley Zimmer, by Power of Attorney
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3/1/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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