SEC Form 4 · accession 0001328319-17-000024
LIONBRIDGE TECHNOLOGIES INC /DE/ · LIOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc Osofsky
Officer — SVP and General Manager
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 3:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001058299
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stockF1 | Feb 28, 2017 | F | 62,017 | $5.75 | D | 399,762 | D | |
| common stockF2 | Feb 28, 2017 | D | 399,762 | $5.75 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| stock option (right to buy)F3 | $3.91 | Feb 28, 2017 | D | 20,000 | D | — | Jan 28, 2018 | common stock | 20,000 | 0 | D |
| stock option (right to buy)F3 | $2.73 | Feb 28, 2017 | D | 24,000 | D | — | Feb 2, 2022 | common stock | 24,000 | 0 | D |
| stock option (right to buy)F3 | $4.00 | Feb 28, 2017 | D | 20,000 | D | — | Jan 4, 2023 | common stock | 20,000 | 0 | D |
| stock option (right to buy)F3 | $5.45 | Feb 28, 2017 | D | 17,000 | D | — | Jan 13, 2024 | common stock | 17,000 | 0 | D |
| stock option (right to buy)F3 | $5.05 | Feb 28, 2017 | D | 10,000 | D | — | Feb 4, 2025 | common stock | 10,000 | 0 | D |
Explanation of responses
- F1Remittance of shares to cover tax obligation due to acceleration under the Agreement and Plan of Merger of previously reported restricted common stock and long-term incentive performance restricted common stock.
- F2Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 12, 2016, by and among Lionbridge Technologies, Inc. ("Lionbridge") and entities affiliated with H.I.G. Capital, LLC (the "Merger Agreement"). The Merger Agreement provides that each share of Lionbridge common stock and each outstanding restricted stock unit shall be converted into the right to receive $5.75 in cash, without interest (the "Merger").
- F3Immediately prior to the effective time of the Merger, each Lionbridge option, whether or not vested and exercisable, outstanding and unexercised immediately prior to the effective time was converted into the right to receive an amount in cash (less applicable tax withholdings) equal to the product of (a) the excess of $5.75 over the per share exercise price of such stock option and (b) the total number of shares of common stock subject to such stock option.