SEC Form 4 · accession 0000054441-16-000164
FURMANITE CORP · FRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Ellsworth Milliron
Director
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 11:57 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 stockF1 | Feb 29, 2016 | D | 318,311 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to buy common stockF4,F3 | $6.89 | Feb 29, 2016 | D | 21,374 | D | May 9, 2014 | Apr 29, 2016 | Common stock | 21,374 | 0 | D |
| Options to buy common stockF4,F5 | $10.85 | Feb 29, 2016 | D | 16,105 | D | May 13, 2015 | Apr 29, 2016 | Common stock | 16,105 | 0 | D |
| Options to buy common stockF4,F2 | $7.61 | Feb 29, 2016 | D | 125,000 | D | Dec 23, 2015 | Apr 29, 2016 | Common stock | 125,000 | 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.
- F2Original vesting schedule was 1/4 annually beginning December 23, 2015. However, all options became fully vested and exercisable upon the Reporting Person's retirement on November 1, 2015 pursuant to the terms of a Separation Agreement between the Reporting Person and Furmanite Corporation.
- F3Original vesting schedule was 1/3 annually beginning May 9, 2014. However, all options became fully vested and exercisable upon the Reporting Person's retirement on November 1, 2015 pursuant to the terms of a Separation Agreement between the Reporting Person and Furmanite Corporation.
- F4Upon 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.
- F5Original vesting schedule was 1/3 annually beginning May 13, 2015. However, all options became fully vested and exercisable upon the Reporting Person's retirement on November 1, 2015 pursuant to the terms of a Separation Agreement between the Reporting Person and Furmanite Corporation.