SEC Form 4 · accession 0000899243-17-020345
NCI, Inc. · NCIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul V Lombardi
Director
Period of report
Aug 12, 2017
Accepted (ET)
Aug 15, 2017 · 4:24 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 | 4,000 | — | 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)F2 | $4.04 | Aug 15, 2017 | D | 15,000 | D | Jun 6, 2015 | Jun 6, 2019 | Class A Common Stock | 15,000 | 0 | D |
| Non-Qualified Class A Common Stock Option (Right to Buy)F2 | $4.51 | Aug 15, 2017 | D | 10,000 | D | Jun 5, 2016 | Jun 5, 2020 | Class A Common Stock | 10,000 | 0 | D |
| Non-Qualified Class A Common Stock Option (Right to Buy)F2 | $9.52 | Aug 15, 2017 | D | 5,000 | D | Jun 11, 2017 | Jun 11, 2021 | Class A Common Stock | 5,000 | 0 | D |
| Non-Qualified Class A Common Stock Option (Right to Buy)F2,F3 | $10.82 | Aug 15, 2017 | D | 5,000 | D | — | Jun 3, 2022 | Class A Common Stock | 5,000 | 0 | D |
| Non-Qualified Class A Common Stock Option (Right to Buy)F2,F4 | $13.29 | Aug 15, 2017 | D | 5,000 | D | — | Jun 1, 2023 | Class A Common Stock | 5,000 | 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 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").
- F2Each of these options was canceled pursuant to the terms of the Merger Agreement 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.
- F3These options were granted on 06/03/2015. As of June 3, 2017 (the second anniversary of the grant), 66 2/3% of these options had vested. The remaining 33 1/3% would have vested on June 3, 2018.
- F4These options were granted on 06/01/2016. As of June 1, 2017 (the first anniversary of the grant), 33 1/3% of these options had vested. The remaining 66 2/3% would have vested in two equal annual installments beginning on the second anniversary of the grant.