SEC Form 4 · accession 0000899243-16-030459

EPIQ SYSTEMS INC · EPIQ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jayne L. Rothman

Officer — SVP, GC, Secretary

Period of report

Sep 30, 2016

Accepted (ET)

Sep 30, 2016 · 5:38 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
Common Stock^F1	Sep 30, 2016	A	23,829	$0.00	A	56,414	D
Common Stock^F2	Sep 30, 2016	D	37,000	$16.50	D	19,414	D
Common Stock^F3	Sep 30, 2016	D	19,414	$16.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F4	$10.39	Sep 30, 2016	D	3,000	D	—	Dec 8, 2016	Common Stock	3,000	D
Non-Qualified Stock Option (right to buy)^F5	$14.27	Sep 30, 2016	D	25,000	D	—	Mar 10, 2018	Common Stock	10,000	D
Non-Qualified Stock Option (right to buy)^F6	$16.02	Sep 30, 2016	D	15,000	D	—	Jun 2, 2019	Common Stock	15,000	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.
F2Pursuant 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").
F3Pursuant 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.
F4Represents an exercisable option, which vested in four equal annual installments commencing on December 8, 2008. 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.
F5Represents an exercisable option, which vested in four equal annual installments commencing on March 10, 2010. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $2.23 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 annual installments commencing on June 2, 2012. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $0.48 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.