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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 6.75 | 08/30/2013 | D | 40,000 | (2) | 04/27/2015 | Common Stock | 40,000 | $ 0.5 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 1.85 | 08/30/2013 | D | 50,000 | (3) | 04/01/2017 | Common Stock | 50,000 | $ 1.4 | 0 | D | ||||
Class C Convertible Preferred Stock | $ 25 | 08/30/2013 | D | 109,000 | (4) | (5) | Common Stock | 43,600 | $ 10 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EKMAN DAVID 5605 GREEN CIRCLE DRIVE MINNETONKA, MN 55343 |
Chief Information Officer |
/s/ David Ekman | 09/03/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Reflects 12,500 shares of restricted stock disposed of by the reporting person. Pursuant to the terms of a merger agreement with Goodman Networks Incorporated, this restricted stock vested immediately prior to completion of the merger of the issuer with and into a subsidiary of Goodman Networks Incorporated (the "Merger"), and was cancelled for the right to receive cash in an amount equal to $3.25 per share of restricted stock. |
(2) | Pursuant to the terms of a tender offer of the issuer, this option has been cancelled in exchange for the right to receive cash in an amount equal to $0.50 per share of the common stock underlying the option. |
(3) | Pursuant to the terms of a tender offer of the issuer, this option has been cancelled in exchange for the right to receive cash in an amount equal to $1.40 per share of the common stock underlying the option. |
(4) | Pursuant to the terms of the Merger, each share of Class C Cumulative Convertible Preferred Stock held by the Reporting Person was cancelled and automatically converted into the right to receive $10.00 per share in cash. |
(5) | Not applicable - there is no expiration date for the Class C Cumulative Convertible Preferred Stock. |