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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HWGA LTD 2300 WEST PLANO PARKWAY PLANO, TX 75075-8499 |
See remarks |
/s/ H. Ross Perot, Managing General Partner | 11/05/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person may be deemed to be a member of a group for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), with eleven other stockholders of Perot Systems Corporation (the "Issuer"), as described in a Schedule 13D filed with the Securities and Exchange Commission on September 30, 2009. |
(2) | Each member of the group, including the reporting person, entered into a Tender and Voting Agreement with the Issuer, Dell Inc. and DII - Holdings Inc. in connection with those certain tender offer and merger transactions proposed to be entered into between the Issuer, Dell Inc. and DII - Holdings Inc., whereby each member of the group agreed to tender its shares in Issuer, except for Perot Family Trust, which may elect not to tender its shares in Issuer in the tender offer and to hold its shares and receive the same consideration per share in connection with the merger described in the merger agreement pursuant to its Amended and Restated Tender and Voting Agreement, and to vote or take such other necessary actions in support of the tender offer and merger. |
(3) | The reporting person and each member of the group declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. As a result of the disposition reported in this Form 4 and the concurrent dispositions of additional members of the group in connection with the tender offer, the members of the group will no longer be beneficial owners of more than 10% of the Issuer's securities and, therefore, should no longer be deemed to be a group for the purposes of Section 13(d) or 13(g) of the Act and to the extent that a member of the group was only an insider due to its status as a deemed member of a group that beneficially owned 10% or more of the Issuer's securities, such members of the group, including the reporting person, will no longer be insiders under Section 16 of the Act. |
Remarks: Member of 10% owner group (1)(2)(3) Exhibit Index: None |