SEC Form 4 · accession 0001437749-17-011604
SPAN AMERICA MEDICAL SYSTEMS INC · SPAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James D Ferguson
Officer — President and CEO · Director
Period of report
Jun 15, 2017
Accepted (ET)
Jun 21, 2017 · 12:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000718924
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 15, 2017 | U | 96,061 | $29.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock optionF3 | $9.34 | Jun 16, 2017 | D | 3,000 | D | Jul 1, 2009 | Feb 11, 2019 | Common stock | 3,000 | 0 | D |
| Stock optionF4 | $14.90 | Jun 16, 2017 | D | 7,000 | D | Jul 1, 2011 | Nov 9, 2020 | Common stock | 7,000 | 0 | D |
Explanation of responses
- F1Disposed of in a tender offer by Savaria Corporation, an Alberta Corporation ("Savaria"), and Savaria (SC) Inc. ("Purchaser"), a South Carolina corporation and wholly-owned indirect subsidiary of Savaria, to acquire all of the outstanding shares of common stock of Span-America Medical Systems, Inc., a South Carolina corporation ("Span-America"), for $29.00 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 1, 2017, by and among Savaria, Purchaser, and Span-America (the "Merger Agreement"). All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
- F2Pursuant to a Stock Option Cancellation Agreement dated May 1, 2017 by and between Span-America and the Reporting Person, the stock option was cancelled as of the Effective Date of the Merger contemplated in the Merger Agreement, and the Reporting Person received a lump sum cash payment from Span-America in an amount equal to the number of shares subject to that stock option multiplied by an amount equal to $29.00 minus the exercise price of that stock option.
- F3Exercisable at the rate of 1,000 shares on noted date and an additional 1,000 shares on each anniversary of noted date.
- F4Exercisable at the rate of 20% of underlying shares on noted date and an additional 20% on each anniversary of noted date.