SEC Form 4 · accession 0000899243-16-030451
EPIQ SYSTEMS INC · EPIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tom W Olofson
Officer — Chairman & CEO · Director
Period of report
Sep 30, 2016
Accepted (ET)
Sep 30, 2016 · 5:32 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,F2 | Sep 30, 2016 | A | 132,765 | $0.00 | A | 2,555,417 | D | |
| Common StockF3 | Sep 30, 2016 | D | 2,389,035 | $16.50 | D | 166,382 | D | |
| Common StockF4 | Sep 30, 2016 | D | 166,382 | $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)F5 | $10.39 | Sep 30, 2016 | D | 262,500 | D | — | Dec 8, 2016 | Common Stock | 262,500 | 0 | D |
| Non-Qualified Stock Option (right to buy)F6 | $14.25 | Sep 30, 2016 | D | 100,000 | D | — | Dec 29, 2019 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1Represents unvested performance restricted stock units (PRSUs) granted on January 28, 2016 that represented a contingent right to receive one share of common stock per PRSU. Pursuant to the Agreement and Plan of Merger, dated as of July 26, 2016, by and among Epiq Systems, Inc., Document Technologies, LLC and DTI Merger Sub, Inc. (the "Merger Agreement") and the applicable award agreement, these PRSUs became fully vested at the effective time of the merger.
- F2Since the date of the reporting person's last Form 4, 140,000 shares held by the Tom W. and Jeanne H. Olofson Foundation, over which the reporting person reported beneficial ownership, were transferred to the Jeanne H. Olofson Foundation pursuant to a domestic relations order. The Tom W. and Jeanne H. Olofson Foundation then changed its name to the Tom W. Olofson Family Foundation. The reporting person does not have beneficial ownership of any securities owned by the Jeanne. H. Olofson Foundation.
- F3Pursuant to 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"). Of these shares, 140,000 shares were held by the Tom W. Olofson Family Foundation. The reporting person will not receive any proceeds from the disposition of the shares held by the Tom W. Olofson Family Foundation in the merger.
- F4Pursuant 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.
- F5Represents an exercisable option, which was granted and vested immediately on December 8, 2006. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.11 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.
- F6Represents an exercisable option, which was granted and vested immediately on December 29, 2009. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $2.25 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.