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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Non-Qualified Stock Option (right to buy) | (1) (2) | 08/07/2023 (3) | Common Stock | 120,000 | $7.18 | D | |
Notwithstanding the information provided below, the option described in this table will be subject to a lock-up agreement, which generally prevents Mr. Digirolamo from exercising his option for the 270-day period following the date of the issuer's initial public offering ("IPO") prospectus. | |
If an IPO occurs in 2013, the option will vest one-quarter upon the IPO, and one-quarter will vest on each of the first, second and third anniversary dates of the IPO. If an IPO occurs in 2014, one-half of the option will vest upon the IPO and one-quarter will vest on each of the first and second anniversary dates of the IPO. If an IPO occurs after January 1, 2015 and before August 25, 2015, three-quarters of the option will vest upon the IPO and the one-quarter will vest on the first anniversary of the IPO. If a change in control of the issuer occurs within 12 months of the Mr. Digirolamo's hire date and his employment is terminated by the issuer without cause or by him for good reason within 12 months of such change in control, one-quarter of the option will vest. If a change in control of the occurs more than 12 months following Mr. Digirolamo's hire date and his employment is terminated by issuer without cause or by him for good reason within 12 months of such change in control, the option will fully vest. | |
This option will expire upon the first to occur of: (a) August 25, 2015, if neither the consummation of the IPO nor a change in control of issuer occurs before such date, (b) upon a termination of Mr. Digirolamo's employment for any reason prior to any vesting event, (c) a change in control of the issuer, or (d) August 7, 2023. |
| Signatures | ||
Daniel S. Follis, Jr., as Attorney-in-fact | 09/25/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Enrico Digirolamo, located at One Campus
Martius, Detroit, Michigan 48226, do hereby nominate, constitute and appoint
Daniel S. Follis, Jr. or Terri Trainor Clark, with offices at One Campus
Martius, Detroit, Michigan 48226, my true and lawful attorney in fact, for me
and in my name, place and stead to:
Execute my name to any and all documents, forms and reports ("Documents"),
whether such Documents are filed with the Securities and Exchange Commission
electronically or otherwise, for transactions in the securities of Compuware
Corporation.
In addition, I hereby give and grant unto my said attorney in fact, full power
and authority to do and perform every act necessary, requisite or proper to be
done in and about the premises as fully as I might or could do if I were
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that my said attorney shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have here unto set my hand this 18th day of September,
2013.
/s/ Enrico Digirolamo
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Enrico Digirolamo
In presence of Witness
/s/ Melanie C. Dunn
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Melanie C. Dunn
Subscribed and sworn to before me this 18th day of September, 2013
Notary Public
/s/ Jennifer Fournier
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Jennifer Fournier
Acting in Wayne County,
State of Michigan
My Commission expires: 9/15/2019