SEC Form 4 · accession 0000865415-15-000018
ADEPT TECHNOLOGY INC · ADEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terry Hannon
Officer — Chief Bus Dev/Strategy Officer
Period of report
Oct 23, 2015
Accepted (ET)
Oct 27, 2015 · 4:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000865415
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 23, 2015 | D | 3,091 | $13.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 Non-Qualified Stock Option (right to buy)F1,F2 | $3.27 | Oct 23, 2015 | D | 28,964 | D | — | Aug 27, 2023 | Common Stock | 28,964 | 0 | D |
| 1 Non-Qualified Stock Option (right to buy)F1,F2 | $4.60 | Oct 23, 2015 | D | 28,964 | D | — | Aug 27, 2023 | Common Stock | 28,964 | 0 | D |
| 1 Non-Qualified Stock Option (right to buy)F1,F2 | $6.90 | Oct 23, 2015 | D | 28,963 | D | — | Aug 27, 2023 | Common Stock | 28,963 | 0 | D |
| 4-Incentive Stock Option (right to buy)F1,F3 | $10.43 | Oct 23, 2015 | D | 4,500 | D | — | Jul 1, 2024 | Common Stock | 4,500 | 0 | D |
Explanation of responses
- F1On September 16, 2015, the Issuer entered into an Agreement and Plan of Merger (the ?Merger Agreement?) with OMRON Corporation, a Japanese corporation (?Omron?), Omron Management Center of America, a Delaware corporation (?Parent?) and Hoffman Acquisition Corp. (?Merger Sub?), pursuant to which Merger Sub commenced a tender offer to acquire all shares of the Issuer?s common stock at a price per share of $13.00. On October 23, 2015, Merger Sub accepted all shares of Issuer?s common stock that were tendered and Merger Sub subsequently made a cash payment at a price of $13.00 per share in respect of all of the outstanding shares of the Issuer?s common stock that were tendered, as well as a cash payment in respect of all of the outstanding derivative securities that were cancelled and exchanged in connection with consummation of the merger at a price per share of $13.00 (less any exercise price, if applicable). The reporting person reports disposition of both shares of common stock and der
- F2On August 27, 2013, the reporting person was granted performance stock options to purchase an aggregate of 91,463 shares of Adept Technology, Inc.'s common stock, with 1/3 of such options having an exercise price equal to the grant date stock price of $3.27, 1/3 having an exercise price of $4.60 and 1/3 having an exercise price of $6.90. In connection with the Merger Agreement, whether vested or unvested, 86,891 were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. Originally, the options were to vest subject to satisfaction of certain performance criteria, and 4,572 of such options had been cancelled prior to the Merger Agreement.
- F3On July 1, 2014, the reporting person was granted employee stock options to purchase 4,500 shares of the Issuer?s common stock at an exercise price of $10.43 per share. In connection with the Merger Agreement, the options, whether vested or unvested were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares.