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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VERISIGN INC/CA [ VRSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 08/02/2006 | M | 1,000 | A | $0 | 10,361 | D | |||
| Common Stock | 08/02/2006 | F(1) | 324 | D | $17.72 | 10,037 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $17.94 | 08/01/2006 | A | 72,000 | 08/01/2007(2) | 08/01/2013 | Common Stock | 72,000 | $0 | 72,000 | D | ||||
| Restricted Stock Unit (RSU) | $0 | 08/02/2006 | M | 1,000 | 08/02/2006(3) | 08/02/2009 | Common Stock | 1,000 | $17.72 | 9,000 | D | ||||
| Restricted Stock Unit (RSU) | $0 | 08/01/2006 | A | 8,000 | 08/01/2007(4) | 08/01/2010 | Common Stock | 8,000 | $0 | 8,000 | D | ||||
| Incentive Stock Option (right to buy) | $149.25 | 06/23/2001(5) | 06/23/2007 | Common Stock | 2,680 | 2,680 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $10.08 | 05/24/2003 | 05/24/2009 | Common Stock | 6,250 | 6,250 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $13.79 | 09/06/2002 | 09/06/2008 | Common Stock | 12,479 | 12,479 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $13.79 | 02/21/2003 | 02/21/2009 | Common Stock | 3,125 | 3,125 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $22.3 | 05/16/2007(6) | 05/16/2013 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $26.4 | 08/02/2006(7) | 08/02/2012 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $26.53 | 11/03/2005(8) | 11/03/2011 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $149.25 | 06/23/2001(9) | 06/23/2007 | Common Stock | 47,320 | 47,320 | D | ||||||||
| Restricted Stock Unit (RSU) | $0 | 05/16/2007(10) | 05/16/2010 | Common Stock | 4,200 | 4,200 | D | ||||||||
| 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. 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. |
| 3. On 08/02/2005, Reporting Person was awarded restricted stock units (RSUs). Each restricted stock unit represents a contingent right to receive one (1) share of VeriSign common stock once vested. Ten percent (10%) of the total RSUs granted vest and become exercisable on the first anniversary of the date of grant, twenty percent (20%) of the total RSUs granted vest and become exercisable on the second anniversary of the date of grant, thirty percent (30%) of the total RSUs granted vest and become exercisable on the third anniversary of the date of grant, and forty percent (40%) of the total RSUs granted vest and become exercisable on the fourth anniversary of the date of grant. |
| 4. On 08/01/2006, Reporting Person was awarded restricted stock units (RSUs). Each RSU represents a contingent right to receive one (1) share of VeriSign common stock once vested. Twenty-five percent (25%) of the grant vests over four years on the anniversary of the date of grant, subject to necessary withholding for applicable taxes. |
| 5. 1,340 options are exercisable immediately, 670 options will vest and become exercisable on December 23, 2003 and 670 options will vest and become exercisable on June 23, 2004. |
| 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. 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. |
| 8. 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. |
| 9. 29,910 options are exercisable immediately, 11,830 options will vest and become exercisable on December 23, 2003 and 5,580 options will vest and become exercisable on June 23, 2004. |
| 10. On 05/16/2006, Reporting Person was awarded restricted stock units (RSUs). Each restricted stock unit represents a contingent right to receive one (1) share of VeriSign common stock once vested. Twenty-five percent (25%) of the grant vests on each anniversary of the date of grant, subject to necessary withholding for applicable taxes. |
| 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: Aristotle N. Balogh | 08/03/2006 | |
| ** 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). | ||
| 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. | ||