SEC Form 4
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*
Weigel Randall J
(Last) (First) (Middle)
C/O 3PAR INC.
4209 TECHNOLOGY DR.
(Street)
FREMONT CA 94538
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
3PAR Inc. [ PAR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, WW Sales
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2010
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
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
Right to Buy (Common Stock) $9.89 09/27/2010 09/27/2010 D 30,000 05/12/2011 05/12/2020 Common Stock 30,000 (1) 0 D
Right to Buy (Common Stock) $8.47 09/27/2010 09/27/2010 D 165,000 05/08/2010 05/08/2019 Common Stock 165,000 (2) 0 D
Right to Buy (Common Stock) $8.86 09/27/2010 09/27/2010 D 40,000 05/30/2009 05/30/2018 Common Stock 40,000 (3) 0 D
Right to Buy (Common Stock) $11.2 09/27/2010 09/27/2010 D 124,999 07/26/2008 07/26/2017 Common Stock 124,999 (4) 0 D
Restricted Stock Unit $0.001(5) 09/27/2010 09/27/2010 D 15,000 05/12/2011 05/12/2014 Common Stock 15,000 (6) 0 D
Restricted Stock Unit $0.001(5) 09/27/2010 09/27/2010 D 10,000 05/08/2010 05/08/2013 Common Stock 10,000 (7) 0 D
Restricted Stock Unit $0.001(5) 09/27/2010 09/27/2010 D 5,000 07/21/2012 07/21/2012 Common Stock 5,000 (8) 0 D
Explanation of Responses:
1. Pursuant to the terms of a merger agreement between the issuer, Hewlett-Packard Company ("HP") and Rio Acquisition Corporation (the "Merger"), this option was assumed and exchanged for an option to purchase 24,957 shares of HP common stock at an exercise price per share of $11.89.
2. Pursuant to the terms of the Merger, 41,250 shares under this option were not assumed by HP and were cancelled in exchange for a cash payment to Reporting Person equal to the difference between the offer price per share of $33.00 and the exercise price per share of the option. The remaining shares under the option were assumed and exchanged for an option to purchase 102,950 shares of HP common stock at an exercise price per share of $10.19.
3. Pursuant to the terms of the Merger, 20,000 shares under this option were not assumed by HP and were cancelled in exchange for a cash payment to Reporting Person equal to the difference between the offer price per share of $33.00 and the exercise price per share of the option. The remaining shares under the option were assumed and exchanged for an option to purchase 16,638 shares of HP common stock at an exercise price per share of $10.65.
4. Pursuant to the terms of the Merger, 96,353 shares under this option were not assumed by HP and were cancelled in exchange for a cash payment to Reporting Person equal to the difference between the offer price per share of $33.00 and the exercise price per share of the option. The remaining shares under the option were assumed and exchanged for an option to purchase 23,831 shares of HP common stock at an exercise price per share of $13.47.
5. Represents par value of Issuer's common stock.
6. Pursuant to the terms of the Merger, this restricted stock unit was exchanged for a restricted stock unit covering 12,478 shares of HP common stock.
7. Pursuant to the terms of the Merger, this restricted stock unit was exchanged for a restricted stock unit covering 8,319 shares of HP common stock.
8. Pursuant to the terms of the Merger, this restricted stock unit was exchanged for a restricted stock unit covering 4,159 shares of HP common stock.
/s/ Ricardo E. Velez, Atty-in-Fact for Randall J. Weigel 09/30/2010
** 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).
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