SEC Form 3 · accession 0001179110-18-012368
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 5, 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 StockF1 | holding | — | — | — | 125,000 | I | By Zori Investment Limited | |
| Restricted Common Stock | holding | — | — | — | 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 Options (right to buy)F2,F3 | $2.35 | holding | — | — | — | — | May 14, 2025 | Common Stock | 260,000 | — | D |
| Stock Options (right to buy)F4 | $1.51 | holding | — | — | — | — | Jan 15, 2023 | Common Stock | 104,500 | — | D |
| Stock Options (right to buy)F5 | $2.50 | holding | — | — | — | — | Aug 26, 2023 | Common Stock | 27,210 | — | D |
| Stock Options (right to buy)F6 | $4.40 | holding | — | — | — | — | Feb 10, 2027 | Common Stock | 74,575 | — | D |
Explanation of responses
- F1The 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.
- F2Twenty-five percent (25%) of the Stock Options granted shall vest upon the date of grant, May 14, 2018, and the balance of such options shall vest on 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 the date of this report, 65,000 such stock options exercisable for shares of common stock were fully vested.
- F3On May 14, 2018 Mr. Davidai was granted 260,000 shares of stock options where twenty-five percent (25%) of the Stock Options vested on the date of grant and the balance of such options shall vest on 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.
- F4Twenty percent (20%) of such stock options vested upon the date of grant and the balance of such options shall vest on each anniversary date 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.
- F5The entire 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.
- F6On 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.