SEC Form 4 · accession 0001144204-17-020206
TSS, Inc. · TSSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John K Penver
Officer — Chief Financial Officer
Period of report
Apr 10, 2017
Accepted (ET)
Apr 12, 2017 · 5:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001320760
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF2,F1 | — | Apr 10, 2017 | D | 200,000 | D | — | Aug 29, 2024 | Common Stock | 200,000 | 0 | D |
| Employee Stock OptionF2 | $0.10 | Apr 10, 2017 | A | 300,000 | A | — | Jan 14, 2024 | Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1The exercise price is equal to the average of the high and low bid prices for the Issuer's common stock reported daily on the OTCQB marketplace during the 20 trading days following August 29, 2014.
- F2The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on August 29, 2014, and provided that the option would become exercisable in installments as follows: 100,000 shares would vest when the fair market value of the Issuer's common stock was at least $2.00 for 20 consecutive business days, and 100,000 shares would vest when the fair market value of the Issuer's common stock was at least $3.00 for 20 consecutive business days. The replacement option provides that the option will become exercisable in installments as follows: 150,000 shares will vest on April 10, 2018, and 150,000 shares will vest on April 10, 2019. The option continues to be immediately exercisable upon the occurrence of a change in control of the Issuer.