-8-
contained a space that Piper Jaffray desired Primus to sign to
acknowledge its verification.4
On July 13, 2000, petitioner signed his notice, and either
he or Piper Jaffray faxed the notice to Primus after Primus’s
close of business. The notice stated that petitioner was
exercising his options to purchase 44,791 shares and that the
total due was $369,525.75.5 In payment of those shares,
petitioner checked the box corresponding to “SAME DAY SALE:
Exercise your stock options by selling all shares immediately.”
At 7:30 a.m., of the next day, July 14, 2000, Piper Jaffray faxed
Primus a second notice that consisted of the notice faxed the day
before with two alterations; the first alteration crossed out the
election of the same day sale, and the second alteration checked
the box corresponding to “EXERCISE AND HOLD” and circled that box
and the related instructions. The notice faxed on July 14, 2000,
was accompanied by a cover sheet that explained that the first
notice was incorrect in that petitioner was exercising and
holding his shares rather than selling them. The cover sheet
also explained that petitioner on that day was wiring $369,525.75
to Piper Jaffray and that Piper Jaffray would forward those
proceeds to Primus when received. On July 14, 2000, $370,000 was
4 It does not appear that Primus signed the statement on
petitioner’s notice.
5 44,791 shares multiplied by a per share exercise price of
$8.25 equals $369,525.75.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Next
Last modified: May 25, 2011