SEC Form 4 · accession 0000899243-16-021461
Fuel Systems Solutions, Inc. · FSYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 1, 2016
Accepted (ET)
Jun 2, 2016 · 3:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001340786
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | Jun 1, 2016 | D | 639,167 | — | D | 0 | I | See footnotes |
| Common StockF2,F4,F5 | Jun 1, 2016 | D | 886,752 | — | D | 0 | I | See footnotes |
| Common StockF2,F4,F6 | Jun 1, 2016 | D | 368,646 | — | D | 0 | I | See footnotes |
| Common StockF2,F7 | Jun 1, 2016 | D | 6,054 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 1, 2016, Westport Innovations Inc. ("Westport") acquired Fuel Systems Solutions, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Westport, Whitehorse Merger Sub Inc. ("Merger Sub") and the Company, dated as of September 1, 2015, as amended by Amendment No. 1 thereto, dated as of March 6, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Westport.
- F2At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive 2.4755 common shares of Westport based on the exchange ratio provided for in the Merger Agreement.
- F3Represented Common Stock of the Company directly held by Northern Right Capital (QP), L.P. ("Northern Right Capital QP").
- F4Mr. Becker and Mr. Drapkin may have been deemed to beneficially own such Common Stock as each is a member of BC Advisors, LLC, which is the general partner of Northern Right Capital Management, L.P. ("Northern Right Capital Management") (of which each of Mr. Becker and Mr. Drapkin is a limited partner), and Northern Right Capital Management is the general partner of, and investment manager for, Northern Right Capital QP, and the investment manager of each of Becker Drapkin Partners SLV, Ltd. ("BD SLV") and a managed account on behalf of an investment advisory client of Northern Right Capital Management (the "Managed Account"). Mr. Becker disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.
- F5Represented Common Stock of the Company directly held by BD SLV.
- F6Represented Common Stock of the Company directly held by the Managed Account.
- F7Represented Common Stock of the Company directly held by Steven Becker.