SEC Form 4 · accession 0000054441-16-000163

FURMANITE CORP · FRM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert Muff

Officer — CFO & Chief Admin. Officer

Period of report

Feb 29, 2016

Accepted (ET)

Mar 2, 2016 · 11:41 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
Common stock	Feb 29, 2016	M	63,279	$0.00	A	110,665	D
Common stock	Feb 29, 2016	F	17,780	$5.58	D	92,885	D
Common stock^F1	Feb 29, 2016	D	92,885	—	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 units^F4,F2,F3	$0.00	Feb 29, 2016	A	50,707	A	Feb 29, 2016	Feb 29, 2016	Common stock	50,707	63,279	D
Restricted stock units^F2,F3	$0.00	Feb 29, 2016	M	63,279	D	Feb 29, 2016	Feb 29, 2016	Common stock	63,279	0	D
Options to buy common stock^F8,F5	$5.10	Feb 29, 2016	D	14,000	D	Mar 24, 2011	Mar 24, 2020	Common stock	14,000	0	D
Options to buy common stock^F8,F6	$6.89	Feb 29, 2016	D	8,588	D	May 9, 2014	May 9, 2023	Common stock	8,588	0	D
Options to buy common stock^F8,F7	$10.85	Feb 29, 2016	D	8,427	D	May 13, 2015	May 13, 2024	Common stock	8,427	0	D
Options to buy common stock^F8,F9	$7.08	Feb 29, 2016	D	15,000	D	Mar 7, 2012	Mar 7, 2021	Common stock	15,000	0	D
Options to buy common stock^F8,F10	$7.61	Feb 29, 2016	D	100,000	D	Dec 23, 2015	Dec 23, 2024	Common stock	100,000	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.
F10Original vesting schedule was 1/4 annually beginning December 23, 2015. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
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 1/5 annually beginning March 24, 2011. 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 1/3 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.
F9Original vesting schedule was 1/5 annually beginning March 7, 2012. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.