SEC Form 4 · accession 0000921895-15-000839
VOLT INFORMATION SCIENCES, INC. · VISI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Glacier Peak U.S. Value Fund, L.P.
10% Owner
Glacier Peak Capital LLC
10% Owner
John C Rudolf
Director · 10% Owner
Period of report
Mar 31, 2015
Accepted (ET)
Apr 2, 2015 · 6:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000103872
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.10 Par ValueF1,F2,F4 | Mar 31, 2015 | P | 100 | $10.65 | A | 1,776,211 | D | |
| Common Stock, $0.10 Par ValueF1,F2,F4 | Mar 31, 2015 | P | 1,500 | $11.02 | A | 1,777,711 | D | |
| Common Stock, $0.10 Par ValueF1,F2,F5,F6 | holding | — | — | — | 2,464,130 | I | By GPC as Proxy | |
| Common Stock, $0.10 Par ValueF1,F2,F3 | holding | — | — | — | 406,714 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Glacier Peak U.S. Value Fund, L.P. (the "Fund"), Glacier Peak Capital LLC ("GPC"), and John C. Rudolf (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
- F2Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
- F3Mr. Rudolf directly owns 220,397 Shares of Common Stock, may be deemed to beneficially own 5,000 Shares of Common Stock that are held in an IRA account that he controls, may be deemed to beneficially own 30,000 Shares of Common Stock that are held in an account he controls for the benefit of his wife, and may be deemed to beneficially own 151,317 Shares of Common Stock held in various accounts he controls for the benefit of other family members.
- F4Shares of Common Stock beneficially owned by the Fund. GPC, as the general partner of the Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Fund. Mr Rudolf, as President of GPC, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Fund.
- F5On October 28, 2014, GPC entered into a Voting Agreement and Irrevocable Proxy dated October 28, 2014 (the "Agreement and Proxy") with Jerome Shaw, Joyce Cutler-Shaw, The Jerome and Joyce Shaw Family Trust U/D/T dated 8/6/1969, and The Rachel Lynn Shaw Trust U/D/T dated 11/23/2001 (collectively, the "Shaws"), whereby the Shaws granted John Rudolf, in his capacity as President of GPC, or any other designee of GPC (each a "Proxy Holder") an irrevocable proxy to vote all shares beneficially owned by the Shaws, in accordance with the Proxy Holder's sole and absolute discretion on all matters brought before a vote of shareholders at the 2015 Annual Meeting of Shareholders of the Issuer or any meeting (or consent in lieu of a meeting) which may be called in lieu thereof.
- F6Solely as a result of the Agreement and Proxy, GPC and Mr. Rudolf may be deemed to beneficially own the 2,472,130 shares (including 8,000 shares underlying stock options) owned by the Shaws. Each of GPC and Mr. Rudolf expressly disclaim beneficial ownership of the shares beneficially owned by the Shaws. Except for the Agreement and Proxy, the Reporting Persons and Shaws have no other arrangements, understandings or relationships regarding the shares. The Reporting Persons disclaim the formation of a group with the Shaws, except to the extent that they may be deemed to be members of a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. The Reporting Persons have no pecuniary interest in the shares subject to the Agreement and Proxy granted by the Shaws.