FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Riera Vincent 		2. Issuer Name and Ticker or Trading Symbol

PLATO LEARNING INC [ TUTR ] 		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
(Last)          (First)          (Middle)

10801 NESBITT AVENUE SOUTH 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/25/2010
(Street)

BLOOMINGTON, MN 55437-3109
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/25/2010     D    90044   D $5.6   (1) 0.0772   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non-Qualified Stock Option (right to buy)   $1.02   5/25/2010     D         255000      (2) 12/11/2016   Common Stock   255000   $4.58   0   D    
Non-Qualified Stock Option (right to buy)   $2.96   5/25/2010     D         42800      (3) 3/26/2016   Common Stock   42800   $2.64   0   D    
Non-Qualified Stock Option (right to buy)   $4.55   5/25/2010     D         100000      (4) 4/16/2015   Common Stock   100000   $1.05   0   D    
Performance Shares     (5) 5/25/2010     D         5700      (5)   (5) Common Stock   5700   $5.6   122400   D    
Performance Shares     (6) 5/25/2010     D         122400      (6)   (6) Common Stock   122400   $5.6   0   D    
Stock Appreciation Rights   $5   5/25/2010     D         49000      (7) 12/18/2017   Common Stock   49000   $0.6   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to merger agreement between issuer and Project Porsche Holdings Corporation and Project Porsche Merger Corp. in exchange for a cash payment of $5.60 per share on the effective date of the merger.
( 2)  The option, which provided for vesting in three equal annual installments beginning on December 11, 2009 was canceled pursuant to the merger agreement in exchange for a cash payment representing the difference between the exercise price of the option and $5.60 per share on the effective date of the merger.
( 3)  The option, which provided for vesting in three equal installments beginning on December 10, 2008 was canceled pursuant to the merger agreement in exchange for a cash payment representing the difference between the exercise price of the option and $5.60 per share on the effective date of the merger.
( 4)  The option, which provided for vesting in four equal annual installments beginning on April 16, 2008 was canceled pursuant to the merger agreement in exchange for a cash payment representing the difference between the exercise price of the option and $5.60 per share on the effective date of the merger.
( 5)  The performance shares represent the remaining one-third of an award that provided for vesting on December 10, 2010, and were canceled pursuant to the merger agreement in exchange for a cash payment of $5.60 per share.
( 6)  The performance shares represent the remaining two-thirds of an award that provided for vesting in two equal annual installments on December 17, 2010 and December 17, 2011, and were canceled pursuant to the merger agreement in exchange for a cash payment of $5.60 per share.
( 7)  The stock appreciation right, which provided for vesting in three equal annual installments beginning on December 18, 2010, was canceled pursuant to the merger agreement in exchange for a cash payment representing the difference between the exercise price of the stock appreciation right and $5.60 per share on the effective date of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Riera Vincent
10801 NESBITT AVENUE SOUTH
BLOOMINGTON, MN 55437-3109 		X
President & CEO

Signatures
By: Kelly Jacobus For: Vincent Riera 5/25/2010
** 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.
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.
Plato Learning (MM) (NASDAQ:TUTR)
Historical Stock Chart
Von Nov 2024 bis Dez 2024 Click Here for more Plato Learning (MM) Charts.
Plato Learning (MM) (NASDAQ:TUTR)
Historical Stock Chart
Von Dez 2023 bis Dez 2024 Click Here for more Plato Learning (MM) Charts.