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Table 2
Year ISO
first
exercisable FMV of MGC shares as of ISO grant date Total
Grant 1 Grant 2 Grant 3 Grant 4 Grant 5 FMV
1997 $60,000 -- -- -- -- $ 60,000
1998 60,000 -- –- –- –- 60,000
1999 60,000 $96,000 $240,000 $20,298 -– 416,298
2000 60,000 24,000 -- 20,298 $91,350 195,648
2001 60,000 -- -- 20,304 -- 80,304
C. Petitioner’s SEC Filings
In February 2000, petitioner filed with the Securities and
Exchange Commission (SEC) a Form 5, Annual Statement Of Changes
In Beneficial Ownership of Securities, in which he reported
owning 736,500 shares of MGC common stock and options to purchase
430,000 additional shares of MGC common stock.5 A cover letter
accompanying petitioner’s Form 5 stated that the report would be
petitioner’s last because he was no longer subject to the
reporting requirements of section 16(a) of the Exchange Act.
Petitioner did not file any further Forms 5 with the SEC.
During 2000 and 2001, petitioner remained in contact with
certain MGC executive officers and was privy to material, non-
public information regarding MGC’s operations and financial
matters.
D. Petitioner’s Acquisitions and Dispositions of MGC Shares
Table 3 sets forth the ISOs that petitioner exercised,
5 Adjusted for MGC’s August 2000 stock split, petitioner
held options to purchase 645,000 shares of MGC common stock. See
supra Table 1.
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Last modified: May 25, 2011