SEC Form 4 · accession 0000054441-16-000152
FURMANITE CORP · FRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John K. H. Linnartz
Director
Period of report
Feb 25, 2016
Accepted (ET)
Mar 1, 2016 · 6:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000054441
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF3 | Feb 25, 2016 | A | 10,000 | $0.00 | A | 231,000 | D | |
| Common stockF2 | Feb 29, 2016 | D | 1,471,100 | $0.00 | D | 0 | D | |
| Common stock | holding | — | — | — | 1,100 | I | By Spouse | |
| Common stockF1 | holding | — | — | — | 1,239,000 | I | By Mustang Capital Management, LLC | |
| Common stock | holding | — | — | — | 0 | I | By Spouse | |
| Common stock | holding | — | — | — | 0 | I | By Mustang Capital Management, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The principal business of Mustang Capital Management, LLC ("Mustang Capital") is acting as the investment manager to certain managed accounts (the "Managed Accounts"). Mustang Capital beneficially owned 1,239,000 shares of Furmanite Corporation common stock, consisting of (i) 1,000 shares of common stock owned directly by Mustang Capital, all of which were held in record name, and (ii) 1,238,000 shares of common stock held in the Managed Accounts. Mustang Capital, as the investment manager of the Managed Accounts, previously may have been deemed to beneficially own the 1,238,000 shares of common stock held in the Managed Accounts. Mr. Linnartz, as the Managing Member of Mustang Capital, previously may have been deemed to beneficially own the 1,239,000 shares of common stock beneficially owned by Mustang Capital.
- F2Pursuant to the terms of the Agreement and Plan of Merger, dated November 1, 2015, by and among Furmanite Corporation, Team, Inc. and TFA, Inc. (the "Merger Agreement"), upon consummation of the merger as contemplated by the Merger Agreement, each share of Furmanite Corporation common stock was converted into the right to receive 0.215 shares of Team, Inc. common stock, with cash paid for any fractional shares. Additionally, at such time, all restricted shares became vested in full and free of restrictions.
- F3Represents award of restricted stock, which became fully vested on February 29, 2016 upon consummation of the merger as contemplated by the Merger Agreement.