SEC Form 4 · accession 0001209191-15-086376
EPIQ SYSTEMS INC · EPIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tom W Olofson
Officer — Chairman & CEO · Director · 10% Owner
Period of report
Dec 18, 2015
Accepted (ET)
Dec 21, 2015 · 4:34 pm EST
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 | Dec 18, 2015 | M | 75,000 | $12.65 | A | 3,588,547 | D | |
| Common StockF2 | Dec 18, 2015 | F | 70,226 | $13.51 | D | 3,518,321 | D | |
| Common StockF2,F3 | Dec 18, 2015 | F | 2,266 | $13.51 | D | 3,516,055 | 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 Options (right to buy)F1 | $12.65 | Dec 18, 2015 | M | 75,000 | D | Dec 21, 2005 | Dec 21, 2015 | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1The share issuance reported on Table 1 reflects shares issued upon the exercise of a stock option granted on December 21, 2005, which, if unexercised, would have expired on December 21, 2015. The option exercise is reported on Table II.
- F2This option exercise was pursuant to a net issuance arrangement effected under the Issuer's equity incentive plan. The number of shares issued pursuant to the net issuance arrangement was calculated as follows: the option exercise price $12.65 was multiplied by the number of stock options 75,000, for an aggregate stock option exercise cost of $948,750, and this amount was then divided by the December 18, 2015 market close price $13.51, with the resulting amount of 70,226 shares subtracted from the number of options exercised. In addition, the Reporting Person surrendered 2,266 shares to the Issuer to satisfy income tax liabilities obligations in connection with the option transaction. No shares were sold into the market as part of the exercise in connection with the net issuance arrangement.
- F3Common stock of 3,516,055 shown in Table 1 excludes stock option awards of 512,500. The total amount of common stock and stock option awards is 4,028,555.