SEC Form 4 · accession 0000908834-16-000596
API Technologies Corp. · ATNY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric F. Seeton
Officer — Chief Financial Officer
Period of report
Apr 22, 2016
Accepted (ET)
Apr 22, 2016 · 4:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001081078
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 22, 2016 | D | 31,381 | — | D | 0 | D | |
| Common StockF2 | Apr 22, 2016 | M | 35,000 | — | A | 35,000 | D | |
| Common StockF3 | Apr 22, 2016 | D | 35,000 | — | 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)F4 | $1.15 | Apr 22, 2016 | D | 100,000 | D | — | Jan 26, 2026 | Common Stock | 100,000 | 0 | D |
| Stock Option (right to buy)F5 | $2.39 | Apr 22, 2016 | D | 100,000 | D | — | Sep 8, 2025 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1These restricted stock units, which provided for vesting in three equal annual installments beginning 01/26/2017, were disposed of pursuant to the merger agreement between the issuer, RF1 Holding Company and RF Acquisition Sub, Inc., in exchange for $2.00 in cash per restricted stock unit.
- F2These restricted stock units, granted on 09/08/2015, provided for vesting upon a change in control, and vested as of the closing of the merger.
- F3These restricted stock units, which provided for vesting in three equal annual installments beginning 09/08/2016, were disposed of pursuant to the merger agreement in exchange for $2.00 in cash per restricted stock unit.
- F4These options, which provided for vesting in three equal annual installments beginning 09/08/2016, were canceled in the merger in exchange for a cash payment equal to the difference between the exercise price of each option and $2.00.
- F5These options, which provided for vesting in three equal annual installments beginning 01/26/2017, were canceled in the merger without consideration.