SEC Form 4 · accession 0000899243-15-008124
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
Other
Matthew A Drapkin
Director · Other
Period of report
Nov 12, 2015
Accepted (ET)
Nov 13, 2015 · 4:32 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,F4,F5 | Nov 12, 2015 | S | 1,128,605 | $4.98 | D | 0 | I | See footnotes |
| Common StockF2,F4,F5 | Nov 12, 2015 | S | 354,566 | $4.98 | D | 0 | I | See footnotes |
| Common StockF3,F5 | holding | — | — | — | 779,801 | 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 OptionsF6 | $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 SLV, Ltd. ("BD SLV").
- F2Represents 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. ("NRC Management").
- F3Represents Common Stock of the Issuer directly held by Northern Right Capital (QP), L.P. ("NRC QP").
- F4Represents shares sold to the Issuer pursuant to a Share Purchase Agreement by and among BD SLV, NRC Management and the Issuer, dated as of November 12, 2015.
- F5Mr. 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. Each of Mr. Becker and Mr. Drapkin disclaim beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.
- F6In 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.
Remarks
This filing constitutes an "exit filing" for the Reporting Owners other than Mr. Drapkin, as they are no longer members of a 13D 10% group.