SEC Form 4 · accession 0000899243-15-001237
QAD INC · QADA, QADB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Palogic Value Fund, LP
10% Owner
Palogic Capital Management, LLC
10% Owner
Palogic Value Management, L.P.
10% Owner
Ryan L. Vardeman
10% Owner
Period of report
Jul 14, 2015
Accepted (ET)
Jul 15, 2015 · 3:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001036188
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3,F4,F5 | Jul 14, 2015 | P$0 | 223,629 | — | A | 290,889 | I | See Footnotes |
| Class B Common StockF2,F3,F4,F5 | Jul 14, 2015 | S$0 | 260,463 | — | D | 75,000 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The transactions reported in this statement are with respect to different classes of securities and, therefore, are not matchable transactions for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"). See Gibbons v. Malone, 801 F. Supp. 2d 243 (S.D.N.Y. 2011), aff'd, 703 F.3d 595 (2d Cir. 2013).
- F2Pursuant to a share exchange agreement, dated July 14, 2015 (the "Exchange Agreement"), by and between Pamela M. and Karl F. Lopker, as Trustees of the Lopker Living Trust dated November 18, 2013 (the "Lopker Trust"), and Palogic Value Fund, L.P. ("Palogic Value Fund"), Palogic Value Fund agreed to transfer 260,463 shares of Class B Common Stock of QAD Inc. (the "Issuer"), par value $0.001 per share ("Class B Shares"), to the Lopker Trust, and the Lopker Trust agreed to transfer 223,629 shares of Class A Common Stock of the Issuer, par value $0.001 per share ("Class A Shares"), to Palogic Value Fund. The transfer of Class B Shares in exchange for Class A Shares occurred concurrently with the execution and delivery of the Exchange Agreement, which was an arms-length transaction for in-kind rather than cash consideration and, accordingly, does not have a per-share price.
- F3This statement is jointly filed by and on behalf of each of Palogic Value Management, L.P. ("Palogic Value Management"), Palogic Value Fund, Palogic Capital Management, LLC ("Palogic Capital Management") and Ryan L. Vardeman. Palogic Value Fund is the record and direct beneficial owner of the securities covered by this statement. Palogic Value Management is the investment manager and general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value Fund. Palogic Capital Management is the general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value Management. Ryan Vardeman is the sole member of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Capital Management.
- F4Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- F5Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
Remarks
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)