SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SCLAVOS STRATTON D

(Last) (First) (Middle)
487 EAST MIDDLEFIELD ROAD

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERISIGN INC/CA [ VRSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/19/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/19/2006 M 1,563 A $0 293,576 I by Sclavos1990RvTrst
Common Stock 06/19/2006 F(1) 558 D $21.85 293,018 I by Sclavos1990RvTrst(2)
Common Stock 35,159 D
Common Stock 85,600 I by EladhaPartnersLP
Common Stock 12,205 I by SclavosFmlyFndtn
Common Stock 18,333 I by SclavosFmlyPrtnrs
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU) $0 06/19/2006 M 1,563 12/17/2005(3) 12/17/2008 Common Stock 1,563 $21.85 105,624 I by Sclavos1990RvTrst
Incentive Stock Option (right to buy) $74.188 12/29/2001 12/29/2007 Common Stock 2,694 2,694 D
Non-Qualified Stock Option (right to buy) $10.08 05/24/2003(4) 05/24/2009 Common Stock 600,000 600,000 D
Non-Qualified Stock Option (right to buy) $15.87 10/29/2004(5) 10/29/2010 Common Stock 690,717 690,717 D
Non-Qualified Stock Option (right to buy) $22.71 02/21/2003(4) 02/21/2009 Common Stock 600,000 600,000 D
Non-Qualified Stock Option (right to buy) $23.46 10/31/2006 11/01/2012 Common Stock 385,300 385,300 D
Non-Qualified Stock Option (right to buy) $33.38 12/17/2005(6) 12/17/2011 Common Stock 250,000 250,000 D
Non-Qualified Stock Option (right to buy) $35.049 12/17/2005(7) 12/17/2011 Common Stock 400,000 400,000 D
Non-Qualified Stock Option (right to buy) $37.0625 07/30/2000 07/30/2006 Common Stock 400,000 400,000 D
Non-Qualified Stock Option (right to buy) $59.4 10/02/2001(8) 05/02/2008 Common Stock 100,000 100,000 D
Non-Qualified Stock Option (right to buy) $74.188 12/29/2001 12/29/2007 Common Stock 97,306 97,306 D
Non-Qualified Stock Option (right to buy) $55.94 08/01/2002(9) 08/01/2008 Common Stock 1,225,000 1,225,000 I By Boutari Ventures
Restricted Stock Unit (RSU) $0 11/01/2006(10) 11/01/2009 Common Stock 86,000 86,000 I by Sclavos1990RvTrst
Explanation of Responses:
1. Disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company by delivery or withholding securities incident to vesting of restricted stock award.
2. Shares held of record by the Sclavos 1990 Revocable Trust of which Mr. Sclavos and Jody Sclavos, his wife, are co-trustees.
3. On 12/17/2004, Mr. Sclavos received two restricted stock awards, one for 100,000 restricted stock units (RSUs), and one for 25,000 RSUs. Each restricted stock unit represents a contingent right to receive one (1) share of VeriSign common stock once vested. The first award of 100,000 RSUs shall vest ratably over a four-year period, with 10% of the total award vesting and becoming exercisable on the 1st anniversary, 20% of the total award vesting and becoming exercisable on the 2nd anniversary, 30% of the total award vesting and becoming exercisable on the 3rd anniversary, and 40% of the total award vesting and becoming exercisable on the 4th anniversary, from date of grant. The second award of 25,000 RSUs shall vest ratably over a four-year period, with 25% of the total award vesting and becoming exercisable on the first anniversary from date of grant, and thereafter shall vest and become exercisable quarterly at a rate of 6.25% of the total award, until fully vested.
4. Twenty-five percent (25%) of the total options granted vest and become exercisable one year after the date of grant and thereafter with respect to 6.25% of the shares each quarter until fully vested.
5. Are exercisable as to 6.25% of the shares each quarter from the date of grant.
6. Twenty-five percent (25%) of the total options granted vest and become exercisable one year after the date of grant and thereafter with respect to 6.25% of the shares each quarter until fully vested.
7. Ten percent (10%) of the total options granted vest and become exercisable on the first anniversary of the date of grant, twenty percent (20%) of the total options granted vest and become exercisable on the second anniversary of the date of grant, thirty percent (30%) of the total options granted vest and become exercisable on the third anniversary of the date of grant, and forty percent (40%) of the total options granted vest and become exercisable on the fourth anniversary of the date of grant.
8. Options vest 25% on October 2, 2001, and thereafter with respect to 6.25% of the shares each quarter for a total of 25% each 12 month period.
9. Options vest 25% on November 1, 2001, and thereafter with respect to 6.25% of the shares each quarter for a total of 25% each 12 month period.
10. On 11/01/2005, Mr. Sclavos one restricted stock award for 86,000 restricted stock units (RSUs). Each restricted stock unit represents a contingent right to receive one (1) share of VeriSign common stock once vested. The award vests ratably over a four-year period, with ten percent (10%) of the total award vesting and becoming exercisable on the first anniversary from date of grant, twenty percent (20%) of the total award vesting and becoming exercisable on the second anniversary from date of grant, thirty percent (30%) of the total award vesting and becoming exercisable on the third anniversary from date of grant, and forty percent (40%) of the total award vesting and becoming exercisable on the fourth anniversary from date of grant.
Remarks:
Reporting Person's total direct holdings disclosed in Table I, Item 5 under Amount of Securities Beneficially Owned Following Reported Transaction(s) includes shares acquired through the VeriSign 1998 Employee Stock Purchase Plan.
By: Donald T Rozak Jr, as attorney-in-fact For: Stratton D. Sclavos 06/21/2006
** 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).
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