SEC Form 4 · accession 0000849547-19-000006

BLACK BOX CORP · BBOX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jan 7, 2019

Accepted (ET)

Jan 9, 2019 · 1:46 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000849547

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $.001 par value^F1	Jan 7, 2019	U	82,851	$1.10	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Purchase)^F2	$2.85	Jan 7, 2019	D	30,000	D	—	—	Common Stock	30,000	0	D

F1On November 11, 2018, Black Box Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with AGC Networks Pte Ltd. ("Top Parent"), BBX Main Inc., a wholly owned subsidiary of Top Parent ("Parent"), BBX Inc., a wholly owned subsidiary of Parent ("BBX Intermediate"), and Host Merger Sub Inc., a wholly owned subsidiary of BBX Intermediate ("Merger Sub"). Pursuant to the terms of the Merger Agreement, and the tender offer commenced in connection therewith, each share of Company common stock held by the Reporting Person was tendered for $1.10 per share, net to the holder thereof, in cash, without interest thereon (the "Offer Price"). Pursuant to the Merger Agreement, on January 7, 2019 (the "Effective Time"), Merger Sub was merged with and into the Company, with the Company being the surviving corporation and becoming a wholly owned subsidiary of BBX Intermediate.
F2Pursuant to the Merger Agreement, at the Effective Time, each out-of-the-money Company option that was outstanding and unexercised (whether vested or unvested) was cancelled and terminated for no consideration. This option was out-of-the-money at the Effective Time.