SEC Form 4 · accession 0000899243-17-020340

NCI, Inc. · NCIT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — CEO & President · Director

Period of report

Aug 12, 2017

Accepted (ET)

Aug 15, 2017 · 4:22 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 Stock^F1	Aug 12, 2017	U	21,253	—	D	0	D
Class A Common Stock^F2	Aug 15, 2017	J	66,667	—	D	0	D

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	$11.25	Aug 15, 2017	D	250,000	D	Aug 15, 2017	Nov 2, 2023	Class A Common Stock	250,000	0	D

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.