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Form 4 ACTUATE CORP For: Jan 16 Filed by: WHITEMAN STEVEN D

January 20, 2015 3:23 PM EST
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 *
WHITEMAN STEVEN D
(Last) (First) (Middle)
951 MARINERS ISLAND BLVD.
(Street)
SAN MATEO CA 94404
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACTUATE CORP [ BIRT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2015
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 01/16/2015   U (1)   50,000 D $ 6.6 0 D  
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
Stock option (right to buy) $ 1.99 01/16/2015   D     10,000   (2) 05/25/2015 Common stock 10,000 $ 0 0 D  
Stock option (right to buy) $ 3.77 01/16/2015   D     10,000   (3) 05/25/2016 Common stock 10,000 $ 0 0 D  
Stock option (right to buy) $ 4.03 01/16/2015   D     30,000   (4) 05/20/2016 Common stock 30,000 $ 0 0 D  
Stock option (right to buy) $ 4.2 01/16/2015   D     16,000   (5) 05/26/2020 Common stock 16,000 $ 0 0 D  
Stock option (right to buy) $ 4.6 01/16/2015   D     25,000   (6) 05/21/2019 Common stock 25,000 $ 0 0 D  
Stock option (right to buy) $ 4.65 01/16/2015   D     25,000   (7) 05/21/2018 Common stock 25,000 $ 0 0 D  
Stock option (right to buy) $ 5.47 01/16/2015   D     16,000   (8) 05/25/2021 Common stock 16,000 $ 0 0 D  
Stock option (right to buy) $ 6.2 01/16/2015   D     25,000   (9) 05/30/2017 Common stock 25,000 $ 0 0 D  
Restricted stock units $ 0 01/16/2015   D     16,000   (10) (11)   (12) Common stock 16,000 $ 0 0 D  
Restricted stock units $ 0 01/16/2015   D     8,000   (13)   (14) Common stock 8,000 $ 0 0 D  
Restricted stock units $ 0 01/16/2015   D     16,000   (15)   (16) Common stock 16,000 $ 0 0 D  
Restricted stock units $ 0 01/16/2015   D     8,000   (17)   (18) Common stock 8,000 $ 0 0 D  
Restricted stock units $ 0 01/16/2015   D     8,000   (19)   (20) Common stock 8,000 $ 0 0 D  
Explanation of Responses:
1. Pursuant to the terms of the Agreement and Plan of Merger dated December 5, 2014 (the "Merger Agreement") by and among Actuate Corporation ("Actuate"), Open Text Corporation ("Parent") and Asteroid Acquisition Corporation ("Merger Sub"), Merger Sub purchased each share of Actuate common stock, par value $0.001, including the associated preferred stock purchase right issued under the Company Rights Agreement (as defined in the Merger Agreement) (each, a "Share"), tendered and accepted for payment in the Offer (as defined in the Merger Agreement) at a price per share of $6.60 (the "Offer Price"), net to the seller in cash, without interest thereon and less any required withholding taxes.
2. Pursuant to the Merger Agreement, on January 16, 2015, at the Effective Time by virtue of the Merger, each company stock option, whether or not vested and exercisable, that was outstanding and unexercised immediately prior to the Effective Time, accelerated and was automatically converted in to the right to receive the excess, if any, of the Offer Price, without interest thereon and less any applicable withholding taxes (the "Merger Consideration") over the exercise price per share of the stock option, subject to any applicable tax withholding.
3. See footnote 2.
4. See footnote 2.
5. See footnote 2.
6. See footnote 2.
7. See footnote 2.
8. See footnote 2.
9. See footnote 2.
10. Pursuant to the Merger Agreement, on January 16, 2015, at the Effective Time by virtue of the Merger, (i) each time-vested restricted stock unit that had not vested as of the Effective Time (other than restricted stock units held by non-employee directors, which accelerated at the Effective Time), was converted into the right to receive the Merger Consideration in respect of each share underlying the restricted stock unit, subject to the same terms and conditions (including vesting and settlement schedules and taking into account any elective deferrals) as applied to such restricted stock unit immediately prior to the Effective Time, subject to any applicable tax withholding and
11. (ii) each restricted stock unit that had vested but not settled (including each performance-vested restricted stock unit no longer subject to any performance conditions as of the date of the Merger Agreement), was converted into the right to receive the Merger Consideration in respect of each share underlying such restricted stock unit, subject to the terms and conditions (including the settlement schedule) as applied to such restricted stock unit immediately prior to the Effective Time, subject to any applicable tax withholding.
12. See footnotes 10 and 11.
13. See footnotes 10 and 11.
14. See footnotes 10 and 11.
15. See footnotes 10 and 11.
16. See footnotes 10 and 11.
17. See footnotes 10 and 11.
18. See footnotes 10 and 11.
19. See footnotes 10 and 11.
20. See footnotes 10 and 11.
/s/ Steven D. Whiteman 01/20/2015
** 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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