SEC Form 4 · accession 0001493152-19-002440
COMMAND SECURITY CORP · MOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Kikis
Director · 10% Owner
Period of report
Feb 21, 2019
Accepted (ET)
Feb 22, 2019 · 4:18 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 | 588,293 | $2.85 | D | 0 | D | |
| Common StockF1,F2 | Feb 21, 2019 | D | 58,032 | $2.85 | D | 0 | I | See footnote |
| Common StockF1,F3 | Feb 21, 2019 | D | 155,000 | $2.85 | D | 0 | I | See footnote |
| Common StockF1,F4 | Feb 21, 2019 | D | 85,000 | $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 OptionsF5 | $2.40 | Feb 21, 2019 | D | 35,000 | D | May 27, 2010 | May 26, 2020 | Common Stock | 35,000 | 0 | D |
| Stock OptionsF5 | $1.42 | Feb 21, 2019 | D | 35,000 | D | Sep 13, 2011 | Sep 12, 2021 | Common Stock | 35,000 | 0 | D |
| Stock OptionsF5 | $1.28 | Feb 21, 2019 | D | 35,000 | D | Apr 5, 2012 | Apr 4, 2022 | Common Stock | 35,000 | 0 | D |
| Stock OptionsF5 | $1.61 | Feb 21, 2019 | D | 25,000 | D | Jun 3, 2013 | Jun 2, 2023 | Common Stock | 25,000 | 0 | D |
| Stock OptionsF5 | $1.80 | Feb 21, 2019 | D | 25,000 | D | Jul 17, 2014 | Jul 16, 2024 | Common Stock | 25,000 | 0 | D |
| Restricted Stock UnitsF7,F6,F8 | — | Feb 21, 2019 | D | 25,000 | D | — | — | Common Stock | 25,000 | 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 shares are held by the Reporting Person's wife. The Reporting Person has discretion to vote and dispose of shares of the Issuer held by his wife.
- F3These shares are held by the Reporting Person's children. The Reporting Person has discretion to vote and dispose of shares of the Issuer held by his children.
- F4These shares are held by the Kikis Family Foundation, over which the Reporting Person has discretionary investment authority.
- F5Pursuant 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.
- 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 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.
- F9This 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.