SEC Form 4 · accession 0001493152-19-002430
COMMAND SECURITY CORP · MOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig P Coy
Officer — Chief Executive Officer · Director
Period of report
Feb 21, 2019
Accepted (ET)
Feb 22, 2019 · 4:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000864509
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 21, 2019 | D | 36,160 | $2.85 | D | 0 | D | |
| Common StockF1,F2 | Feb 21, 2019 | D | 55,896 | $2.85 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3,F4 | $1.62 | Feb 21, 2019 | D | 240,000 | D | — | Jan 2, 2022 | Common Stock | 240,000 | 0 | D |
| Stock OptionsF3,F4 | $2.30 | Feb 21, 2019 | D | 180,000 | D | — | Jan 2, 2022 | Common Stock | 180,000 | 0 | D |
| Stock OptionsF3,F4 | $3.00 | Feb 21, 2019 | D | 180,000 | D | — | Jan 2, 2022 | Common Stock | 180,000 | 0 | D |
| Stock OptionsF3,F5 | $1.79 | Feb 21, 2019 | D | 100,000 | D | — | Dec 22, 2024 | Common Stock | 100,000 | 0 | D |
| Restricted Stock UnitsF7,F6,F8 | — | Feb 21, 2019 | D | 45,000 | D | — | — | Common Stock | 45,000 | 0 | D |
| Restricted Stock UnitsF7,F6,F9 | — | Feb 21, 2019 | D | 25,000 | D | — | — | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") entered into on September 18, 2018 among Command Security Corporation (the "Issuer"), Prosegur SIS (USA) Inc., a Delaware corporation ("Parent"), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent Pursuant to the Merger Agreement, upon the closing of the Merger on February 21, 2019, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) was canceled and automatically converted into the right to receive $2.85 in cash.
- F2These 55,896 common shares were owned by the Coy Consulting 401(k) Profit Sharing Plan, of which the Reporting Person is a trustee and the sole beneficiary.
- F3Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase shares under the Issuer's stock plans, vested or unvested, were canceled and the holders of the options became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of shares subject to the option, whether vested or unvested, immediately prior to the effective time multiplied by (ii) the excess, if any, of (1) the merger consideration ($2.85) over (2) the exercise price per share of the stock option. Any outstanding stock option that had an exercise price per share equal to or in excess of $2.85 was canceled at the effective time of the Merger for no consideration.
- F4The options were granted on 01/03/2012 and became vested and exercisable as to one-third (1/3) of the aggregate number of shares (ratably, across all exercise prices) on each of the first three anniversaries of the grant date.
- F5The options were granted on 12/23/2014 and became vested and exercisable with respect to one-twelfth (1/12) of the aggregate shares of common stock subject to the options on the third day of each month beginning on February 3, 2015 and ending on January 3, 2016.
- F6Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, exempt under Rule 16b-3(d)(1) and (3).
- F7Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding RSU granted under the Issuer's stock plans, whether vested or unvested, by virtue of the Merger, was canceled and the holder became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of such RSUs, whether vested or unvested, immediately prior to the effective time multiplied by (ii) $2.85.
- F8This award of RSUs was granted effective September 14, 2017, the date the stockholders of the Issuer approved the amendment and restatement of the Issuer's Amended and Restated 2009 Omnibus Equity Incentive Plan at the Issuer's 2017 annual meeting of stockholders, and was scheduled to vest in 36 equal monthly installments with a vesting commencement date of July 21, 2017, subject to the terms of the Reporting Person's employment offer letter with the Issuer, dated January 11, 2013, as amended, and the underlying shares of the Issuer's common stock were scheduled to settle by March 15 in the year after they vest.
- F9This award of RSUs was granted effective August 29, 2018, the date of the Issuer's 2018 annual meeting of stockholders, and was scheduled to vest in 36 equal monthly installments, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer.