- Statement of Changes in Beneficial Ownership (4)
02 June 2011 - 3:14AM
Edgar (US Regulatory)
FORM 4
[
X
]
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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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
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hours per response...
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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
*
Forrest Greg D
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2. Issuer Name
and
Ticker or Trading Symbol
XETA TECHNOLOGIES INC
[
XETA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO & President
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(Last)
(First)
(Middle)
1814 W. TACOMA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/31/2011
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(Street)
BROKEN ARROW, OK 74012
(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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5/31/2011
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D
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100000
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D
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$5.50
(1)
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0
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D
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Common Stock
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5/31/2011
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D
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16840
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D
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$5.50
(1)
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0
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D
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Xeta Stock Fund in 401k Plan
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5/31/2011
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D
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7079
(2)
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D
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$5.50
(1)
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0
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I
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Stock in 401k Plan
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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 Options (Right to Buy)
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$1.77
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5/31/2011
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D
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30000
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(3)
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12/18/2015
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Common Stock
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0
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(4)
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0
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D
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Stock Options (Right to Buy)
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$2.54
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5/31/2011
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D
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71013
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(5)
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10/16/2015
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Common Stock
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0
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(4)
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0
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D
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Stock Options (Right to Buy)
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$2.90
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5/31/2011
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D
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42500
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(6)
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12/27/2016
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Common Stock
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0
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(4)
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42500
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to Agreement and Plan of Merger, dated February 8, 2011, by and among XETA Technologies, Inc., PAETEC Holding Corp. and Hera Corparation; each share has been converted into the right to receive $5.50 per share (the Merger Consideration")
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(
2)
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Represents the equivalent number of shares held as units for the reporting person's account by the Company's 401k retirement plan.
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(
3)
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Option vested in full on the effective date of the merger May 31, 2011.
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(
4)
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Each vested option was cancelled and converted into the right to receive a cash per share payment equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price of such option and (ii) the number of shares of the Company's common stock issuable upon exercise of the option less any applicable withholding taxes.
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(
5)
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50% of the total number of shares covered by such option vested pursuant to its terms on October 16, 2010; on the effective date of the merger, May 31, 2011, the remaining 50% of the shares covered by such option vested.
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(
6)
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50% of the total number of shares covered by such option vested on the effective date of the merger May 31, 2011; the remaining 50% of the shares covered by such option were forfeited upon cancellation of the option.
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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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Forrest Greg D
1814 W. TACOMA
BROKEN ARROW, OK 74012
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X
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CEO & President
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Signatures
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Greg D Forrest
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5/31/2011
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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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