SEC Form 4 · accession 0000054441-16-000162
FURMANITE CORP · FRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Fry
Officer — General Counsel and Secretary
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 11:19 am 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 stock | Feb 29, 2016 | M | 38,222 | $0.00 | A | 65,513 | D | |
| Common stock | Feb 29, 2016 | F | 11,076 | $5.58 | D | 54,437 | D | |
| Common stockF1 | Feb 29, 2016 | D | 54,437 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted stock unitsF4,F2,F3 | $0.00 | Feb 29, 2016 | A | 30,560 | A | Feb 29, 2016 | Feb 29, 2016 | Common stock | 30,560 | 38,222 | D |
| Restricted stock unitsF2,F3 | $0.00 | Feb 29, 2016 | M | 38,222 | D | Feb 29, 2016 | Feb 29, 2016 | Common stock | 38,222 | 0 | D |
| Options to buy common stockF8,F5 | $4.93 | Feb 29, 2016 | D | 20,000 | D | Oct 18, 2013 | Oct 18, 2022 | Common stock | 20,000 | 0 | D |
| Options to buy common stockF8,F6 | $6.89 | Feb 29, 2016 | D | 6,679 | D | May 9, 2014 | May 9, 2023 | Common stock | 6,679 | 0 | D |
| Options to buy common stockF8,F7 | $10.85 | Feb 29, 2016 | D | 5,993 | D | May 13, 2015 | May 13, 2024 | Common stock | 5,993 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2Conversion price is 1-for-1.
- F3The restricted stock units vested in full upon consummation of the merger with Team, Inc. pursuant to the provisions of a change-in-control agreement between the Reporting Person and Furmanite Corporation.
- F4Performance-based stock units not previously reported on Form 4, that, upon the consummation of the merger with Team, Inc., became fully vested and the performance conditions were deemed to have been met at the maximum level.
- F5Original vesting schedule was 1/4 annually beginning October 18, 2013. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
- F6Original vesting schedule was 1/3 annually beginning May 9, 2014. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
- F7Original vesting schedule was 1/4 annually beginning May 13, 2015. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
- F8Upon consummation of the merger as contemplated by the Merger Agreement, each option to buy shares of Furmanite Corporation common stock was converted into 0.215 options to buy shares of Team, Inc. common stock, rounded down to the nearest whole option. The exercise price was converted by dividing the stated exercise price of the Furmanite Corporation option by 0.215, rounded up to the nearest whole cent.