SEC Form 4 · accession 0000914190-17-000183
SAJAN INC · SAJA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ben F Allen
Director
Period of report
Jul 19, 2017
Accepted (ET)
Jul 19, 2017 · 4:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001118037
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 19, 2017 | D | 16,562 | $5.83 | 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)F2 | $5.20 | Jul 19, 2017 | D | 1,250 | D | — | Apr 4, 2021 | Common Stock | 1,250 | 0 | D |
| Stock Option (Right to Buy)F2 | $5.20 | Jul 19, 2017 | D | 1,250 | D | — | Jun 8, 2021 | Common Stock | 1,250 | 0 | D |
| Stock Option (Right to Buy)F2 | $3.80 | Jul 19, 2017 | D | 1,250 | D | — | Jun 6, 2022 | Common Stock | 1,250 | 0 | D |
| Stock Option (Right to Buy)F2 | $3.20 | Jul 19, 2017 | D | 1,250 | D | — | Jun 13, 2023 | Common Stock | 1,250 | 0 | D |
| Stock Option (Right to Buy)F2 | $5.40 | Jul 19, 2017 | D | 2,500 | D | — | Jun 13, 2024 | Common Stock | 2,500 | 0 | D |
| Stock Option (Right to Buy)F2 | $5.81 | Jul 19, 2017 | D | 2,500 | D | — | Jun 12, 2025 | Common Stock | 2,500 | 0 | D |
| Stock Option (Right to Buy)F2 | $4.50 | Jul 19, 2017 | D | 2,500 | D | — | Jun 10, 2026 | Common Stock | 2,500 | 0 | D |
Explanation of responses
- F1Cancelled pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among Sajan, Inc., a Minnesota corporation, Amplexor USA, Inc., a Delaware corporation, ("Amplexor"), and Amplexor Falcon, Inc., a Delaware corporation and a wholly-owned subsidiary of Amplexor, and converted into the right to receive $5.83 per share.
- F2Pursuant to the Merger Agreement, each unvested stock option became fully vested and exercisable immediately prior to the effective time of the merger. Each stock option that was outstanding and unexercised as of the effective time of the merger and had an exercise price per share that was less than $5.83 was then cancelled and converted into the right to receive a cash payment equal to $5.83 minus the exercise price, multiplied by the number of shares issuable upon exercise of such stock option, less any required withholding of taxes.