SEC Form 4 · accession 0001209191-15-049246
VIASYSTEMS GROUP INC · VIAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy L Conlon
Officer — President and COO · Director
Period of report
May 31, 2015
Accepted (ET)
Jun 2, 2015 · 9:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001101169
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 31, 2015 | D | 60,475 | — | D | 0 | D | |
| Common StockF1,F2 | May 31, 2015 | D | 7,500 | — | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3 | — | May 31, 2015 | D | 131,101 | D | — | — | Common Stock | 131,101 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | — | May 31, 2015 | D | 225,078 | D | — | — | Common Stock | 225,078 | 0 | D |
Explanation of responses
- F1The shares were cancelled in connection with the merger of Vector Acquisition Corp., a wholly owned subsidiary of TTM Technologies, Inc. ("TTM"), into the Issuer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock was cancelled and converted automatically into the right to receive a combination of (a) $11.33 in cash, and (b) 0.706 of a share of common stock of TTM (together, the "Merger Consideration").
- F2The shares are held by the Conlon Family Limited Partnership (the "Partnership"). Mr. Conlon and his wife are the general partners of the Partnership and, by virtue of this relationship, Mr. Conlon may be deemed to beneficially own all shares of common stock held of record by the Partnership. Mr. Conlon disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purpose of Section 16 or any other purpose, expect to the extent of his pecuniary interest therein.
- F3Performance shares were granted on February 7, 2012 (23,525 performance shares), February 5, 2013 (69,725 performance shares), February 4, 2014 (39,307 performance shares), and February 3, 2015 (11,763 performance shares). Each performance share represented a contingent right to receive a share of the Issuer's common stock upon satisfaction of certain performance criteria or based strictly upon a function of the market price of the Issuer's common stock. The vested portions of the performance shares (131,101 shares) were cancelled in connection with the Merger in exchange for 92,557 shares of common stock of TTM and a cash payment of $1,485,377.28, minus 38,282 shares and $628,506.90 withheld for tax purposes.
- F4Options were granted on May 11, 2010 (114,260 shares at $21.88 per share), February 8, 2011 (65,577 shares at $20.38 per share), and February 7, 2012 (45,241 shares at $18.42 per share). The options have a term of seven years from their date of grant. All options are fully vested. Such options were cancelled in the Merger, as the exercise price for such options exceeded the Merger Consideration.