SEC Form 4 · accession 0001214659-16-012001
Fuel Systems Solutions, Inc. · FSYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James William Nall
Director
Period of report
Jun 1, 2016
Accepted (ET)
Jun 2, 2016 · 11:18 am 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 Stock | May 16, 2016 | G | 8,515 | $0.00 | D | 10,171 | D | |
| Common Stock | May 16, 2016 | G | 8,515 | $0.00 | A | 8,515 | I | By daughter |
| Common StockF3 | Jun 1, 2016 | D | 10,171 | — | D | 0 | D | |
| Common StockF3 | Jun 1, 2016 | D | 8,515 | — | D | 0 | I | By daughter |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction involved a gift of securities by Mr. Nall to his daughter. The reporting person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.
- F2On 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.
- F3At 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.