SEC Form 4 · accession 0001144204-18-063875
JetPay Corp · JTPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory M Krzemien
Officer — Chief Financial Officer
Period of report
Dec 4, 2018
Accepted (ET)
Dec 10, 2018 · 5:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507986
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4,F2 | $1.95 | Dec 4, 2018 | D | 200,000 | D | — | Aug 30, 2023 | Common Stock | 200,000 | 0 | D |
| Stock Option (Right to Buy)F4,F3 | $2.05 | Dec 4, 2018 | D | 100,000 | D | — | Nov 15, 2027 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1The common stock was tendered in exchange for $5.05 per share in the tender offer made pursuant to the Agreement and Plan of Merger, dated as of October 19, 2018 (the "Merger Agreement"), by and among NCR Corporation, Orwell Acquisition Corporation and JetPay Corporation.
- F2These options were fully vested at the time of cancellation.
- F3The options, which provided for vesting monthly over 24 months beginning on November 15, 2017, automatically vested pursuant to the Merger Agreement.
- F4At the effective time of the merger under the Merger Agreement, each stock option, whether vested or unvested, outstanding immediately prior to the effective time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of common stock subject to the stock option multiplied by (ii) the excess, if any, of $5.05 over the exercise price of such stock option, less any applicable withholdings.