SEC Form 4 · accession 0000899243-18-028159
EDGEWATER TECHNOLOGY INC/DE/ · EDGW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell Lewell Smith
Officer — President, Fullscope
Period of report
Nov 1, 2018
Accepted (ET)
Nov 5, 2018 · 12:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001017968
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 1, 2018 | D | 51,162 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2 | $3.52 | Nov 1, 2018 | D | 20,000 | D | Mar 7, 2012 | Mar 7, 2019 | Common Stock | 20,000 | 0 | D |
| Stock OptionF2 | $4.04 | Nov 1, 2018 | D | 75,000 | D | Sep 26, 2012 | Sep 26, 2019 | Common Stock | 75,000 | 0 | D |
| Stock OptionF2 | $6.89 | Nov 1, 2018 | D | 30,000 | D | Mar 5, 2014 | Mar 5, 2021 | Common Stock | 30,000 | 0 | D |
| Stock OptionF2 | $6.99 | Nov 1, 2018 | D | 50,000 | D | Mar 6, 2015 | Mar 6, 2022 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1On November 1, 2018, Edgewater Technology, Inc. (the "Company"), Alithya Group inc. ("New Alithya") and 9374-8572 Delaware Inc., a newly-formed wholly-owned Delaware subsidiary of New Alithya ("U.S. Merger Sub") consummated a transaction under an arrangement agreement (the "Arrangement Agreement") pursuant to which the Company was acquired by New Alithya. Under the terms of the Arrangement Agreement, U.S. Merger Submerged with and into the Company, with the Company as the surviving corporation in the merger (the "Merger") and an wholly owned subsidiary of New Alithya. At the effective time of the Merger, each share of the Company's Common Stock was cancelled and converted into the right to receive 1.1918 common shares in the share capital of New Alithya (rounded up to the nearest whole share).
- F2These stock options were assumed by New Alithya in the Merger and each share of Common Stock of the Company subject to the option was converted into the option to purchase 1.1918 common shares in the capital of New Alithya for an exercise price equal to the listed exercise price per share, divided by 1.1918, with the same terms and conditions as the original Company stock options.