SEC Form 4 · accession 0001209191-16-109011
LOJACK CORP · LOJN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harold E. Dewsnap
Officer — Sr VP& GM-US Sales & Marketing
Period of report
Mar 15, 2016
Accepted (ET)
Mar 17, 2016 · 8:53 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000355777
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 15, 2016 | U | 73,079 | $6.45 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $3.07 | Mar 15, 2016 | J | 26,315 | D | — | Jan 16, 2020 | Common Stock | 26,315 | 26,315 | D |
| Employee Stock Option (right to buy)F2 | $3.46 | Mar 15, 2016 | J | 17,037 | D | — | May 6, 2020 | Common Stock | 17,037 | 17,037 | D |
| Employee Stock Option (right to buy)F2 | $5.65 | Mar 15, 2016 | J | 11,317 | D | — | May 28, 2021 | Common Stock | 11,317 | 11,317 | D |
| Employee Stock Option (right to buy)F2 | $2.45 | Mar 15, 2016 | J | 18,900 | D | — | Feb 23, 2022 | Common Stock | 18,900 | 18,900 | D |
| Employee Stock Option (right to buy)F2 | $3.54 | Mar 15, 2016 | J | 4,000 | D | — | Aug 14, 2022 | Common Stock | 4,000 | 4,000 | D |
Explanation of responses
- F1Represents shares of common stock of LoJack Corporation ("LoJack")tendered into the tender offer commenced by CalAmp Corp. pursuant to that certain Agreement and Plan of Merger, dated as of February 1, 2016, by and among LoJack, CalAmp Corp. and Lexus Acquisition Sub, Inc. (the "Merger Agreement") in exchange for cash consideration of $6.45 per share as provided by the Merger Agreement.
- F2Pursuant to the terms of the Merger Agreement, this option was cancelled by LoJack as of the Acceptance Time in exchange for a cash payment equal to the number of shares of LoJack common stock subject to the option multiplied by the difference between $6.45 and the exercise price of the option, less any applicable withholding taxes.