SEC Form 4 · accession 0001437749-15-004570
ChyronHego Corp · CHYR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Johan Apel
Officer — President & CEO · Director · 10% Owner
Period of report
Mar 9, 2015
Accepted (ET)
Mar 10, 2015 · 9:28 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000020232
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 9, 2015 | J | 2,605,413 | — | D | 0 | I | By Westhill Group AB |
| Common StockF1 | Mar 9, 2015 | S | 2,639,990 | $2.82 | D | 0 | I | By Westhill Group AB |
| Common Stock | Mar 9, 2015 | S | 31,804 | $2.82 | D | 0 | D | |
| Common Stock | Mar 9, 2015 | S | 15,000 | $2.82 | D | 0 | I | By Pension Plan |
| Common Stock | Mar 9, 2015 | S | 6,193 | $2.82 | D | 0 | I | By 401(k) plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF5,F3,F4 | $1.62 | Mar 9, 2015 | S | 200,000 | D | Nov 12, 2014 | Mar 9, 2015 | Common Stock | 200,000 | 0 | D |
| Stock OptionF5,F3,F4 | $2.72 | Mar 9, 2015 | S | 200,000 | D | Jan 15, 2015 | Mar 9, 2015 | Common Stock | 200,000 | 0 | D |
| Stock OptionF5,F3,F4 | $2.17 | Mar 9, 2015 | S | 300,000 | D | May 20, 2015 | Mar 9, 2015 | Common Stock | 300,000 | 0 | D |
Explanation of responses
- F1Shares held by Westhill Group AB, an entity solely owned and controlled by Mr. Apel.
- F2Shares valued at $2.82 per share, were contributed to an affiliate of Vector Capital (Purchaser), pursuant to a merger agreement, in exchange for equity in Purchaser.
- F3Vested over three years from grant date, which is one year prior to the exercisable date.
- F4Under the Merger Agreement, vesting is accelerated for all unvested shares as of the closing date.
- F5The price equals $2.82 (the merger consideration) less the exercise price.