SEC Form 4 · accession 0001498290-18-000010
EDGEWATER TECHNOLOGY INC/DE/ · EDGW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frederick D. DiSanto
Director · 10% Owner
Period of report
Nov 2, 2018
Accepted (ET)
Nov 6, 2018 · 1:09 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 Stock, par value $0.01 per shareF1 | Nov 2, 2018 | D | 78,441 | — | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F3 | Nov 2, 2018 | D | 688,353 | — | D | 0 | I | Merlin Inst, LP |
| Common Stock, par value $0.01 per shareF1,F2 | Nov 2, 2018 | D | 46,301 | — | D | 0 | I | Merlin Partners LP |
| Common Stock, par value $0.01 per shareF1,F4 | Nov 2, 2018 | D | 613,841 | — | D | 0 | I | Catalyst Partners Institutional LP |
| Common Stock, par value $0.01 per shareF1,F5 | Nov 2, 2018 | D | 40,050 | — | D | 0 | I | Catalyst Partners LP |
Table II — derivative securities
No Table II lines on this filing.
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).
- F2Merlin Partners LP own the shares directly. Mr. DiSanto by virtue of his position as Chairman and CEO of Ancora Advisors, The General Partner of Merlin Partners LP may be deemed to beneficially own the shares owned directly by Merlin Partners LP.
- F3Merlin Partners Institutional LP own the shares directly. Mr. DiSanto by virtue of his position as Chairman and CEO of Ancora Advisors, The general Partner of Merlin Partners Institutional LP may be deemed to beneficially own the shares owned directly by Merlin Partners Institutional LP.
- F4Catalyst Partners Institutional LP own the shares directly. Mr. DiSanto by virtue of his position as Chairman and CEO of Ancora Advisors,The general Partner of Catalyst Partners Institutional LP may be deemed to beneficially own the shares owned directly by Catalyst Partners Institutional LP.
- F5Catalyst Partners LP own the shares directly. Mr. DiSanto by virtue of his position as Chairman and CEO of Ancora Advisors, The General Partner of Catalyst Partners LP may be deemed to beneficially own the shares owned directly by Catalyst Partners LP.