SEC Form 4 · accession 0000899243-15-007588
INTEVAC INC · IVAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Northern Right Capital Management, L.P.
Director · Other
BC Advisors LLC
Other
Steven R Becker
Director · Other
Matthew A Drapkin
Other
Period of report
Nov 2, 2015
Accepted (ET)
Nov 4, 2015 · 4:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001001902
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F5,F6 | Nov 2, 2015 | J | 223,242 | $0.00 | D | 33,142 | I | See footnotes |
| Common StockF1,F5,F6 | Nov 2, 2015 | J | 33,142 | $0.00 | D | 0 | I | See footnotes |
| Common StockF2,F5,F6 | Nov 2, 2015 | J | 905,363 | $0.00 | D | 746,659 | I | See footnotes |
| Common StockF2,F5,F6 | Nov 2, 2015 | J | 33,142 | $0.00 | A | 779,801 | I | See footnotes |
| Common StockF3,F6 | holding | — | — | — | 1,128,605 | I | See footnotes | |
| Common StockF4,F6 | holding | — | — | — | 354,566 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock OptionsF7 | $5.62 | holding | — | — | — | Jun 4, 2016 | Jun 4, 2022 | Common Stock | 13,000 | 13,000 | D |
Explanation of responses
- F1Represents Common Stock of the Issuer directly held by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.").
- F2Represents Common Stock of the Issuer directly held by Northern Right Capital (QP), L.P. (f/k/a Becker Drapkin Partners (QP), L.P.) ("NRC QP").
- F3Represents Common Stock of the Issuer directly held by Becker Drapkin Partners SLV, Ltd. ("BD SLV").
- F4Represents Common Stock of the Issuer directly held by a managed account on behalf of an investment advisory client (the "Managed Account") of Northern Right Capital Management, L.P. (f/k/a Becker Drapkin Management, L.P.) ("NRC Management").
- F5Pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, on November 2, 2015, as part of an internal restructuring of the entities managed by NRC Management, (i) NRC QP transferred 905,363 shares of Common Stock to BD SLV, (ii) Becker Drapkin, L.P. transferred 223,242 shares of Common Stock to BD SLV and (iii) Becker Drapkin, L.P. transferred 33,142 shares of Common Stock to NRC QP, in each case in exchange for interests of the applicable transferee.
- F6Mr. Becker and Mr. Drapkin may be deemed to beneficially own such Common Stock as each is a member of BC Advisors, LLC, which is the general partner of NRC Management (of which each of Mr. Becker and Mr. Drapkin is a limited partner), and NRC Management is the general partner of, and investment manager for, NRC QP, and the investment manager of each of BD SLV and the Managed Account. Mr. Becker disclaims beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.
- F7In connection with Mr. Drapkin's reelection to the Board of Directors of the Issuer, the Issuer granted these options to Mr. Drapkin. This option grant will vest in full on June 4, 2016. These options of the Issuer are directly held by Mr. Drapkin.