SEC Form 4 · accession 0001212915-16-000003
KEYW HOLDING CORP · KEYW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Caroline S Pisano
Director
Period of report
May 28, 2016
Accepted (ET)
Jun 1, 2016 · 4:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001487101
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.001F1 | May 28, 2016 | X | 45,455 | $5.50 | A | 368,899 | I | Caroline Pisano 2009 Irrevocable Trust |
| Common stock, par value $0.001F2,F1 | May 28, 2016 | S | 28,702 | $8.71 | D | 340,197 | I | Caroline Pisano 2009 Irrevocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase common stockF1 | $5.50 | May 28, 2016 | X | 45,455 | A | May 31, 2009 | May 31, 2016 | Common stock, par value $0.001 | 45,455 | 0 | I |
Explanation of responses
- F1Ms. Pisano has voting and dispositive power over the shares beneficially owned by the trust. Ms. Pisano disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein.
- F2Warrant Exercised by "Net Issue Exercise" by the following formula: X = Y (A-B)/A Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant(at the date of such exercise) A = the fair market value of one share of the Company's Common Stock (as calculated below) B = Warrant Exercise Price of $5.50. For purposes of the above calculation, the fair market value per share shall be the average of the closing prices of the Company's Common Stock quoted on the exchange on which the Common Stock is listed over the five(5)trading day period ending on the trading day immediately preceding the day the Warrant is being exercised. The average closing price was $8.7100.