SEC Form 4 · accession 0001493152-19-002433
COMMAND SECURITY CORP · MOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J. Sullivan
Director
Period of report
Feb 21, 2019
Accepted (ET)
Feb 22, 2019 · 4:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000864509
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF1,F2,F3 | $1.43 | Feb 21, 2019 | D | 50,000 | D | — | Jul 21, 2023 | Common Stock | 50,000 | 0 | D |
| Stock OptionsF1,F2 | $1.80 | Feb 21, 2019 | D | 25,000 | D | Jul 17, 2014 | Jul 16, 2024 | Common Stock | 25,000 | 0 | D |
| Restricted Stock UnitsF5,F4,F6 | — | Feb 21, 2019 | D | 25,000 | D | — | — | Common Stock | 25,000 | 0 | D |
| Restricted Stock UnitsF5,F4,F7 | — | 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.
- F2Pursuant 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, was 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.
- F3The options were granted on 07/22/2013 and vested and became exercisable as to 1/12 of the shares of common stock subject to the options at the end of each month during which the Reporting Person has served as a director.
- F4Each 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).
- F5Pursuant 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.
- F6This award was granted on 09/14/2017 and was scheduled to vest in 36 equal monthly installments with a vesting commencement date of July 21, 2017, 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.
- F7This award was granted on 08/29/2018 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.