SEC Form 4 · accession 0001209191-17-061733
ONVIA INC · ONVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James L Brill
Director
Period of report
Nov 17, 2017
Accepted (ET)
Nov 20, 2017 · 3:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001100917
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 17, 2017 | U | 46,388 | $9.00 | 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)F1 | $6.44 | Nov 17, 2017 | D | 5,000 | D | — | Mar 31, 2018 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.75 | Nov 17, 2017 | D | 1,000 | D | — | Sep 5, 2018 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $3.82 | Nov 17, 2017 | D | 5,000 | D | — | Mar 31, 2019 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $3.90 | Nov 17, 2017 | D | 1,000 | D | — | May 8, 2019 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $8.01 | Nov 17, 2017 | D | 5,000 | D | — | Mar 31, 2020 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $6.30 | Nov 17, 2017 | D | 1,000 | D | — | May 7, 2020 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.20 | Nov 17, 2017 | D | 5,000 | D | — | Mar 31, 2021 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.00 | Nov 17, 2017 | D | 1,000 | D | — | May 10, 2021 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $3.91 | Nov 17, 2017 | D | 5,000 | D | — | Mar 30, 2022 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $3.93 | Nov 17, 2017 | D | 1,000 | D | — | May 31, 2022 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $3.83 | Nov 17, 2017 | D | 5,000 | D | — | Mar 28, 2023 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.60 | Nov 17, 2017 | D | 1,000 | D | — | May 9, 2023 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $5.34 | Nov 17, 2017 | D | 5,000 | D | — | Mar 31, 2024 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.86 | Nov 17, 2017 | D | 1,000 | D | — | May 6, 2024 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.51 | Nov 17, 2017 | D | 5,000 | D | — | Mar 31, 2025 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.51 | Nov 17, 2017 | D | 1,000 | D | — | May 6, 2025 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $3.50 | Nov 17, 2017 | D | 5,000 | D | — | Mar 31, 2026 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $3.58 | Nov 17, 2017 | D | 1,000 | D | — | May 18, 2026 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.40 | Nov 17, 2017 | D | 5,000 | D | — | Mar 31, 2027 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F1 | $4.50 | Nov 17, 2017 | D | 1,000 | D | — | May 9, 2027 | Common Stock | 1,000 | 0 | D |
Explanation of responses
- F1Onvia, Inc. ("Company") is a party to the Agreement and Plan of Merger, dated as of October 4, 2017 (the "Merger Agreement") by and among the Company, Project Diamond Intermediate Holdings Corp. ("Parent"), the parent company of Deltek, Inc. and Project Olympus Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Parent, pursuant to which, on November 17, 2017, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, all outstanding Company stock options became vested and all Company stock options were converted into cash consideration at the amount of the excess of the merger condition of $9 per share over the exercise price of the option.