SEC Form 4 · accession 0000899243-17-020338
NCI, Inc. · NCIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michele R Cappello
Officer — Senior Vice President, GC
Period of report
Aug 12, 2017
Accepted (ET)
Aug 15, 2017 · 4:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001334478
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Aug 12, 2017 | U | 3,477 | — | D | 0 | D | |
| Class A Common StockF2 | Aug 15, 2017 | J | 40,000 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Class A Common Stock Option (Right to Buy)F3 | $7.28 | Aug 15, 2017 | D | 35,000 | D | Mar 9, 2016 | Mar 9, 2019 | Class A Common Stock | 35,000 | 0 | D |
| Non-Qualified Class A Common Stock Option (Right to Buy)F3 | $4.51 | Aug 15, 2017 | D | 75,000 | D | Aug 24, 2015 | Jun 5, 2020 | Class A Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1The Reporting Person tendered the shares in exchange for $20.00 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer (the "Offer") made pursuant to the Agreement and Plan of Merger, dated July 2, 2017, by and among the Issuer, Cloud Intermediate Holdings, LLC and Cloud Merger Sub, Inc. (the "Merger Agreement").
- F2These shares of restricted stock were deemed vested pursuant to the terms of the Merger Agreement and were canceled and converted into the right to receive an amount in cash equal to $20.00 per share, net in cash, without interest and subject to deduction for any required withholding of taxes.
- F3Pursuant to the terms of the Merger Agreement, this option was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess of $20.00 over the exercise price of this option, and (b) the number of shares subject to such option.