SEC Form 4 · accession 0001209191-15-055786
EMCORE CORP · EMKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 22, 2015
Accepted (ET)
Jun 23, 2015 · 9:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000808326
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F1,F5,F6,F8 | Jun 22, 2015 | S | 325,398 | $6.55 | D | 1,752,451 | I | See footnotes |
| Common StockF4,F2,F5,F6,F8 | Jun 22, 2015 | S | 45,844 | $6.55 | D | 246,898 | I | See footnotes |
| Common StockF4,F3,F5,F6,F8 | Jun 22, 2015 | S | 129,345 | $6.55 | D | 697,079 | I | See footnotes |
| Common StockF7 | holding | — | — | — | 7,576 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents Common Stock directly beneficially owned by Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (1,752,451 shares).
- F2Represents Common Stock directly beneficially owned by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (246,898 shares).
- F3Represents Common Stock directly beneficially owned by a managed account on behalf of an investment advisory client (the "Managed Account") of Becker Drapkin Management, L.P. ("BD Management") (697,079 shares).
- F4In connection with the expiration of the Issuer's Offer to Purchase shares of common stock (the "Offer"), on June 19, 2015, the Issuer accepted for purchase shares of common stock tendered by the Reporting Person and purchased such shares in accordance with the terms of the Offer.
- F5BD Management, as the general partner of, and investment manager for, Becker Drapkin QP and Becker Drapkin, L.P. and the investment manager for the Managed Account, may be deemed to beneficially own the securities described in footnotes (1), (2) and (3). BC Advisors, LLC ("BCA"), as the general partner of BD Management, and Mr. Becker and Mr. Drapkin, as the sole members and co-managing members of BCA and limited partners of BD Management, may in each case be deemed to be beneficial owners of the securities described in footnotes (1), (2) and (3).
- F6BD Management disclaims any beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Becker Drapkin QP disclaims beneficial ownership of the Common Stock described in footnotes (2) and (3). Becker Drapkin, L.P. disclaims beneficial ownership of the Common Stock described in footnotes (1) and (3). BCA disclaims beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Mr. Becker (who is a director of the Issuer) and Mr. Drapkin disclaim beneficial ownership of all of the Common Stock described herein, except to the extent of any pecuniary interest therein.
- F7These shares are directly beneficially owned by Mr. Becker and were acquired pursuant to the EMCORE Corporation 2007 Directors' Stock Award Plan for Mr. Becker's service as a non-employee director.
- F8This filing constitutes a Form 4 exit filing for all reporting persons other than Mr. Becker
Remarks
Member of a 13D group that is no longer a 10% group