SEC Form 5 · accession 0001179110-18-012367
ARC Group Worldwide, Inc. · ARCW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eli Davidai
Director
Period of report
Jun 30, 2018
Accepted (ET)
Oct 29, 2018 · 3:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000826326
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Common StockF2,F5 | Feb 28, 2018 | J | 125,000 | $2.00 | A | 125,000 | I | By Zori Investment Limited |
| Restricted Common Stock | Apr 2, 2015 | J | 50,000 | $5.00 | A | 50,000 | I | By Zori Investment Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5,F3,F4 | $2.35 | May 14, 2018 | A | 65,000 | D | — | May 14, 2025 | Common Stock | 260,000 | 154,910 | D |
| Stock Option (right to buy)F7,F6 | $1.51 | Jan 15, 2016 | A | 104,500 | D | — | Jan 15, 2023 | Common Stock | 104,500 | 89,910 | D |
| Stock Options (right to buy)F9,F8 | $2.50 | Aug 26, 2016 | A | 27,210 | D | — | Aug 26, 2023 | Common Stock | 27,210 | 27,210 | D |
| Stock Options (right to buy)F10 | $4.40 | Feb 10, 2017 | A | 74,575 | D | — | Feb 10, 2027 | Common Stock | 74,575 | 0 | D |
Explanation of responses
- F1This Form 5 is filed in respect of the late filing of From 3 following the appointment on June 5, 2018 of the reporting person to serve as a director of the issuer. The reporting person late-filed the Form 3 disclosures on Form 4 on June 15, 2018. The reporting person has remedidated the Form 3 filing as of even date herewith, setting forth all disclosures required as of June 5, 2018.
- F10On February 10, 2017, Mr Davidai was granted 74,575 shares of stock options that will vest on December 31, 2018. The stock options will expire on February 10, 2027.
- F2The shares were purchased by Zori Investment Limited ("Zori"), a company controlled by the reporting person, pursuant to the terms and conditions of the Rights Offering Backstop Agreement (the "Backstop Agreement"), in the form of Exhibit 10.1 filed on January 11, 2018 with the U.S. Securities & Exchange Commission under Form S-1/A of the Issuer, Registration Statement 333-221967. The Backstop Agreement was executed by the reporting person on behalf of Zori on February 6, 2018. The issuer determined on February 24, 2018 to call for the purchase by Zori of 125,000 shares of Common Stock (the "Backstop Shares") at the purchase price of $2.00 per share, in accordance with the terms and conditions of the Backstop Agreement. All such Backstop Shares were duly purchased and issued by the Company to Zori on February 28, 2018.
- F3Twenty-five percent (25%) of such stock options vested in full on the date of grant, May 14, 2018, and the balance of such options shall vest on each anniversary of the date of grant until all such stock options have vested in full. All such stock options shall expire on May 14, 2025, the seventh anniversary of the date of grant. As of the date of this report, 65,000 such stock options exercisable for the purchase of shares of the issuer's common stock were fully vested.
- F4On May 14, 2018, Mr Davidai was granted 260,000 shares of stock options where twenty-five percent (25%) of the Stock Options granted shall vest upon the date of grant and each anniversary of the date of grant until the Stock Options have vested in full. The Options shall expire on May 14, 2025, the seventh anniversary of the date of grant. As of May 14, 2018, the date of grant, 65,000 options for shares of common stock were fully vested and exercisable.
- F5The Reporting Person is voluntarily early reporting beneficial ownership of the 260,000 Stock Options and only 25% or 65,000 stock options are vested on the date of grant and 75% will vest equally over the next three years on the anniversary date of the grant until the Stock Options have vested in full.
- F6Twenty percent (20%) of such stock options vested upon the date of grant and the balance of such options shall vest on each anniversary of the date of grant until the Options have vested in full. The options shall expire on January 15, 2023, the fifth anniversary of the date of grant. As of the date of this report, 62,700 such stock options exercisable for the purchase of shares of the issuer's common stock were fully vested.
- F7The Reporting Person is voluntarily early reporting beneficial ownership of the 104,500 Stock Options and 60% or 62,700 of stock options have vested since the date of grant and 40% or 41,800 remain unvested. The stock options expire on January 15, 2023.
- F8The entirety of the 27,210 of stock options granted on August 26, 2016 vested in full on the date of grant. All such stock options will expire on August 26, 2023
- F9The 27,210 Stock Options vested on the date of grant.