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*
Scott David C
(Last) (First) (Middle)
C/O 3PAR INC.
4209 TECHNOLOGY DRIVE
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and C.E.O.
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 137,000 05/12/2011 05/12/2020 Common Stock 137,000 (1) 0 D
Right to Buy (Common Stock) $9.36 09/27/2010 09/27/2010 D 127,000 06/01/2010 06/01/2019 Common Stock 127,000 (1) 0 D
Right to Buy (Common Stock) $8.96 09/27/2010 09/27/2010 D 145,000 08/05/2009 08/05/2018 Common Stock 145,000 (2) 0 D
Right to Buy (Common Stock) $11.2 09/27/2010 09/27/2010 D 169,999 07/26/2008 07/26/2017 Common Stock 169,999 (1) 0 D
Right to Buy (Common Stock) $0.46 09/27/2010 09/27/2010 D 397,196 04/01/2006 04/01/2015 Common Stock 397,196 (1) 0 D
Restricted Stock Unit $0.001(3) 09/27/2010 09/27/2010 D 60,000 05/12/2011 05/12/2014 Common Stock 60,000 (4) 0 D
Restricted Stock Unit $0.001(3) 09/27/2010 09/27/2010 D 44,250 06/01/2010 06/01/2013 Common Stock 44,250 (5) 0 D
Restricted Stock Unit $0.001(3) 09/27/2010 09/27/2010 D 30,000 07/21/2012 07/21/2012 Common Stock 30,000 (6) 0 D
Explanation of Responses:
1. In connection with the completion of a cash tender offer launched by Rio Acquisition Corporation, a subsidiary of Hewlett-Packard Company ("HP"), to purchase all of Issuer's issued and outstanding common stock, this option was not assumed by HP and was 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.
2. Pursuant to the terms of a merger agreement between the issuer, HP and Rio Acquisition Corporation (the "Merger"), 72,500 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 60,314 shares of HP common stock at an exercise price per share of $10.78.
3. Represents par value of Issuer's common stock.
4. Pursuant to the Merger, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 49,915 shares of HP common stock.
5. Pursuant to the Merger, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 36,812 shares of HP common stock.
6. Pursuant to the Merger, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 24,957 shares of HP common stock.
/s/ Ricardo E. Velez, Atty-in-Fact for David C. Scott 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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