SEC Form 4 · accession 0001214659-16-011989
Fuel Systems Solutions, Inc. · FSYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marco Seimandi
Officer — Exec Dr. of Auto Sales & Mark
Period of report
Jun 1, 2016
Accepted (ET)
Jun 1, 2016 · 8:26 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 | Jun 1, 2016 | D | 1,340 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F4,F3 | — | Jun 1, 2016 | D | 8,000 | D | — | — | Common Stock | 8,000 | 0 | D |
| Phantom Stock OptionsF5,F7,F6 | $15.97 | Jun 1, 2016 | D | 5,000 | D | — | Dec 15, 2021 | Common Stock | 5,000 | 0 | D |
| Phantom Stock OptionsF5,F7,F8 | $15.06 | Jun 1, 2016 | D | 3,750 | D | — | May 1, 2023 | Common Stock | 3,750 | 0 | D |
| Phantom Stock OptionsF5,F7,F9 | $10.37 | Jun 1, 2016 | D | 3,750 | D | — | May 1, 2024 | Common Stock | 3,750 | 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.
- F5Phantom Stock Option ("PSO") award granted under the Company's 2011 Phantom Stock Option Plan. Each PSO represented the right to receive a cash payment equal to the positive difference in value between the exercise price established on the date of the grant in U.S. dollars and the fair market value of a share of Company Common Stock on the date of exercise in U.S. dollars, converted to local currency at the conversion rate prevailing on the date of exercise.
- F6This PSO award provided for vesting in five equal annual installments beginning December 15, 2012.
- F7At the effective time of the Merger, outstanding PSOs 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 was automatically cancelled and forfeited for no consideration. Accordingly, these PSOs were forfeited upon the effective time of the Merger.
- F8This PSO award provided for vesting in five equal annual installments beginning May 1, 2014.
- F9This PSO award provided for vesting in five equal annual installments beginning May 1, 2015.