SEC Form 4 · accession 0000899243-16-030448
EPIQ SYSTEMS INC · EPIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward M Connolly Jr.
Director
Period of report
Sep 30, 2016
Accepted (ET)
Sep 30, 2016 · 5:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001027207
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 30, 2016 | D | 21,426 | $16.50 | D | 5,000 | D | |
| Common StockF2 | Sep 30, 2016 | D | 5,000 | $16.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $11.86 | Sep 30, 2016 | D | 15,000 | D | — | Jan 24, 2017 | Common Stock | 15,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4 | $14.70 | Sep 30, 2016 | D | 10,000 | D | — | Feb 4, 2018 | Common Stock | 10,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F5 | $14.49 | Sep 30, 2016 | D | 10,000 | D | — | Feb 23, 2019 | Common Stock | 10,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F6 | $11.67 | Sep 30, 2016 | D | 10,000 | D | — | Feb 25, 2020 | Common Stock | 10,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F7 | $13.39 | Sep 30, 2016 | D | 10,000 | D | — | Feb 10, 2021 | Common Stock | 10,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F8 | $11.85 | Sep 30, 2016 | D | 10,000 | D | — | Feb 14, 2022 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger by and among Epiq Systems, Inc., Document Technologies, LLC and DTI Merger Sub, Inc. (the "Merger Agreement"), these shares were canceled and converted into the right to receive $16.50 per share in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
- F2Pursuant to the Merger Agreement, these shares of unvested restricted stock became fully vested at the effective time of the merger and were canceled and converted into the right to receive the Merger Consideration.
- F3Represents an exercisable option, which vested in five equal annual installments commencing on January 24, 2008. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $4.64 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.
- F4Represents an exercisable option, which vested in five equal annual installments commencing on February 4, 2009. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $1.80 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.
- F5Represents an exercisable option, which vested in five equal annual installments commencing on February 23, 2010. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $2.01 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.
- F6Represents an exercisable option, which vested in five equal installments commencing on February 25, 2011 The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $4.83 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.
- F7Represents an exercisable option, which vested in five equal annual installments commencing on February 10, 2012. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $3.11 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.
- F8Represents a partially exercisable option, which vests in five equal annual installments commencing on February 14, 2013. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $4.65 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.