SEC Form 4 · accession 0001214659-16-011988
Fuel Systems Solutions, Inc. · FSYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Helfand
Officer — CHIEF ACCOUNTING OFFICER
Period of report
Jun 1, 2016
Accepted (ET)
Jun 1, 2016 · 8:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001340786
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F4,F3 | — | Jun 1, 2016 | D | 12,000 | D | — | — | Common Stock | 12,000 | 0 | D |
| Employee Stock OptionsF6,F5 | $15.97 | Jun 1, 2016 | D | 5,000 | D | — | Dec 15, 2021 | Common Stock | 5,000 | 0 | D |
| Employee Stock OptionsF6,F7 | $15.06 | Jun 1, 2016 | D | 3,590 | D | — | May 1, 2023 | Common Stock | 3,590 | 0 | D |
| Employee Stock OptionsF6,F8 | $10.37 | Jun 1, 2016 | D | 3,590 | D | — | May 1, 2024 | Common Stock | 3,590 | 0 | D |
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.
- F3Restricted Stock Units ("RSUs") granted under the Company's 2009 Restricted Stock Plan. Each RSU represented the right to receive one share of the Company's common stock, par value $0.001 per share, or cash equal to the fair market value of a share of common stock subject to vesting conditions.
- F4At the effective time of the Merger, unvested RSUs were converted based on an exchange ratio provided for in the Merger Agreement of 2.4755 into an RSU with respect to Westport common shares subject to the same terms and conditions, including time-based vesting conditions, in effect immediately prior to the effective time of the Merger.
- F5This option, granted under the 2011 Stock Option Plan, provided for vesting in five equal annual installments beginning December 15, 2012.
- F6At the effective time of the Merger, outstanding Employee Stock Options that had an exercise price per share of Company common stock that was greater than or equal to the per share dollar value of the Merger consideration immediately prior to the effective time were automatically cancelled and forfeited for no consideration. Accordingly, these Employee Stock Options were forfeited upon the effective time of the Merger.
- F7This option, granted under the 2011 Stock Option Plan, provided for vesting in five equal annual installments beginning May 1, 2014.
- F8This option, granted under the 2011 Stock Option Plan, provided for vesting in five equal annual installments beginning May 15, 2015.