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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 | ||||||||
| Employee Stock Option (right to buy) | $ 5.29 | 03/28/2008 | D(1) | 5,678 | (2) | 12/11/2013 | Common Stock | 5,678 | (1) | 9,322 | D | ||||
| Employee Stock Option (right to buy) | $ 9.39 | 03/28/2008 | D(3) | 20,000 | (2) | 09/17/2011 | Common Stock | 20,000 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 14.6 | 03/28/2008 | A(3) | 20,000 | (2) | 09/17/2011 | Common Stock | 20,000 | (3) | 20,000 | D | ||||
| Employee Stock Option (right to buy) | $ 14.6 | 03/28/2008 | D(1) | 14,019 | (2) | 09/17/2011 | Common Stock | 14,019 | (1) | 5,981 | D | ||||
| Employee Stock Option (right to buy) | $ 5.04 | 03/28/2008 | D(1) | 30,000 | (2) | 04/17/2011 | Common Stock | 30,000 | (1) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 10.25 | 03/28/2008 | D(1) | 40,000 | (2) | 11/30/2010 | Common Stock | 40,000 | (1) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 23.81 | 03/28/2008 | D(1) | 80,000 | (2) | 04/12/2010 | Common Stock | 80,000 | (1) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 10.5 | 03/28/2008 | D(1) | 48,000 | (2) | 10/29/2009 | Common Stock | 48,000 | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HILL DAILY S C/O KOPIN CORPORATION 200 JOHN HANCOCK ROAD TAUNTON, MA 02780-7331 |
Senior Vice President | |||
| /s/ John Concannon, as attorney in fact | 03/31/2008 | |
| **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) | On March 28, 2008, the reporting person surrendered to the issuer vested options to purchase an aggregate of 217,697 shares of common stock, of which this surrendered option is a part. The reporting person surrendered the options pursuant to a remediation plan by the issuer in connection with the issuer's review of its stock option practices and related accounting. When the reporting person agreed to surrender the options, the options surrendered had a value, based on a Black-Scholes-Merton calculation and using the same assumptions the issuer uses when preparing its financial statements, equal to approximately $69,897. The reporting person entered into an Option Surrender Agreement with the issuer on March 28, 2008. |
| (2) | The option is fully vested and immediately exercisable. |
| (3) | The two reported transactions involved an amendment of an outstanding option to adjust the exercise price of the option, resulting in the deemed cancellation of the old option and the grant of the replacement option. The issuer amended certain outstanding options pursuant to a remediation plan by the issuer in connection with the issuer's review of its stock option practices and related accounting. |
| (4) | The reporting person surrendered a portion of vested shares that were subject to a restricted stock purchase agreement as payment of withholding taxes due as a result of vesting of restricted stock. |
| (5) | On December 29, 2006, the reporting person inadvertently filed a Form 4 reporting the surrender of 595 shares of common stock. Such surrender of shares had previously been reported on December 11, 2006, the initial vesting date of the restricted stock award, and was properly reported on a Form 4 filed on December 13, 2006. As a result, the reporting person's ownership was understated by 595 shares. This filing reflects the corrected number of shares of common stock. |