SEC Form 4 · accession 0001437749-16-035526
QAD INC · QADA, QADB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karl F Lopker
Officer — CEO · Director · 10% Owner
Period of report
Jul 21, 2016
Accepted (ET)
Jul 22, 2016 · 1:39 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 Stock ($0.001 par value)F2,F3 | Jul 21, 2016 | S$0 | 208,240 | — | D | 5,142,595 | D | |
| Class B Common Stock ($0.001 par value)F2,F3 | Jul 21, 2016 | P$0 | 245,765 | — | A | 2,236,535 | D | |
| Class A Common Stock ($0.001 par value) | holding | — | — | — | 103,860 | D | ||
| Class B Common Stock ($0.001 par value) | holding | — | — | — | 30,441 | D | ||
| Class A Common Stock ($0.001 par value) | holding | — | — | — | 514,140 | I | Lopker Family Foundation | |
| Class B Common Stock ($0.001 par value) | holding | — | — | — | 19,828 | I | Lopker Family Foundation | |
| Class A Common Stock ($0.001 par value) | holding | — | — | — | 5,084 | I | Lopker Family 1997 Charitable Remainder Trust | |
| Class B Common Stock ($0.001 par value) | holding | — | — | — | 1,247 | I | Lopker Family 1997 Charitable Remainder Trust | |
| Class A Common Stock ($0.001 par value) | holding | — | — | — | 103,511 | I | By spouse | |
| Class B Common Stock ($0.001 par value) | holding | — | — | — | 30,193 | I | By spouse |
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 certain share exchange agreements dated July 20, 2016 (the "Exchange Agreements") by and between Pamela M. Lopker and Karl F. Lopker, as Trustees of the Lopker Living Trust dated November 18, 2013 (the "Lopker Trust"), and certain shareholders of QAD Inc. (the "Issuer") who are managed by a common advisor, such shareholders agreed to transfer, in the aggregate, 245,765 shares of Class B Common Stock of the Issuer, par value $0.001 per share ("Class B Shares"), to the Lopker Trust, and the Lopker Trust agreed to transfer, in the aggregate, 208,240 shares of Class A Common Stock of the Issuer, par value $0.001 per share ("Class A Shares"), to such shareholders. The transfer of Class B Shares in exchange for the transfer of Class A Shares closed on July 21, 2016, which were arms-length transactions for in-kind rather than cash consideration and, accordingly, do not have a per-share price.
- F3This exchange is being reported on a Form 4 for both Karl F. Lopker and Pamela M. Lopker, who act as joint trustees of the Lopker Living Trust.