SEC Form 4 · accession 0000313716-18-000054
HARDINGE INC · HDNG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas J Malone
Officer — Chief Financial Officer
Period of report
May 25, 2018
Accepted (ET)
May 30, 2018 · 4:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000313716
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 25, 2018 | A | 6,350 | — | A | 18,771 | D | |
| Common StockF2 | May 25, 2018 | D | 18,771 | $18.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $12.10 | May 25, 2018 | D | 15,000 | D | — | Jul 30, 2027 | Common Stock | 15,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $12.10 | May 25, 2018 | D | 15,000 | D | — | Jul 30, 2027 | Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1Shares reported as acquired are performance shares which were to vest upon the completion of certain milestones associated with the economic performance of the issuer. On May 25, 2018, the reporting person became the beneficial owner of the shares upon their vesting pursuant to a certain Agreement and Plan of Merger, dated as of February 12, 2018, by and among Hardinge Holdings, LLC, Hardinge Merger Sub, Inc., and Hardinge Inc. (hereinafter referred to as the "Merger Agreement").
- F2Shares disposed of for cash consideration pursuant to the Merger Agreement.
- F3On July 31, 2017, the reporting person was granted an option to purchase 15,000 shares of Hardinge Inc. common stock, which option was to vest in two (2) equal annual installments beginning July 31, 2019. On May 25, 2018, the option was cancelled pursuant to the Merger Agreement, whereupon the reporting person received a cash payment of $96,000, representing the difference between the market value of the underlying Hardinge Inc. common stock as of said date ($18.50 per share) and the exercise price of the option.
- F4On July 31, 2017, the reporting person was granted an option to purchase 15,000 shares of Hardinge Inc. common stock, which option was to vest upon completion of certain milestones associated with the economic performance of the issuer over a three year period beginning on the grant date. On May 25, 2018, the option was cancelled pursuant to the Merger Agreement, whereupon the reporting person received a cash payment of $96,000, representing the difference between the market value of the underlying Hardinge Inc. common stock as of said date ($18.50 per share) and the exercise price of the option.