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Form 4 DOT HILL SYSTEMS CORP For: Oct 06 Filed by: KAMMERSGARD DANA

October 8, 2015 12:09 PM EDT
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 *
KAMMERSGARD DANA
(Last) (First) (Middle)
1351 S. SUNSET STREET
(Street)
LONGMONT CO 80501
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DOT HILL SYSTEMS CORP [ HILL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/06/2015   U   766,259 D (1) 0 D  
Common Stock 10/06/2015   U   218 D (1) 0 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (Right to Buy) $ 6.87 10/06/2015   D     150,000   (2) 03/06/2016 Common Stock 150,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 3.57 10/06/2015   D     200,000   (2) 02/26/2017 Common Stock 200,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 2.4 10/06/2015   D     100,000   (2) 03/17/2018 Common Stock 100,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 2.36 10/06/2015   D     75,000   (2) 08/10/2018 Common Stock 75,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 1.44 10/06/2015   D     150,000   (2) 03/08/2017 Common Stock 150,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 2.84 10/06/2015   D     200,000   (2) 05/09/2018 Common Stock 200,000 (2) 0 D  
Employee Stock Option (Right to Buy) $ 1.4 10/06/2015   D     337,500   (3) 03/18/2019 Common Stock 337,500 (3) 0 D  
Employee Stock Option (Right to Buy) $ 1.06 10/06/2015   D     305,000   (4) 03/18/2020 Common Stock 305,000 (4) 0 D  
Employee Stock Option (Right to Buy) $ 4 10/06/2015   D     260,000   (5) 03/10/2021 Common Stock 260,000 (5) 0 D  
Employee Stock Option (Right to Buy) $ 4.75 10/06/2015   D     200,000   (6) 03/09/2022 Common Stock 200,000 (6) 0 D  
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 18, 2015, among the Issuer, Seagate HDD Cayman ("Parent"), and Denali Acquisition Sub Corp., a wholly-owned subsidiary of Parent ("Merger Sub"), in exchange for cash consideration of $9.75 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
2. This option, which was fully vested on the closing date of the Merger (October 6, 2015), was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share minus the per share exercise price of the option, subject to any applicable tax withholdings.
3. This option, which provided for vesting of 25% of the shares subject to the option on March 19, 2013 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
4. This option, which provided for vesting of 25% of the shares subject to the option on March 19, 2014 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
5. This option, which provided for vesting of 25% of the shares subject to the option on March 11, 2015 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
6. This option, which provided for vesting of 25% of the shares subject to the option on March 10, 2016 and the remaining shares vesting in equal monthly installments over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $9.75 per share, minus the per share exercise price of the option, subject to any applicable tax withholdings. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.
/s/ Hanif I. Jamal, attorney-in-fact 10/07/2015
** 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.

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