SEC Form 4 · accession 0000865415-15-000022

ADEPT TECHNOLOGY INC · ADEP

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

Reporting owner

Michael P Kelly

Director

Period of report

Oct 23, 2015

Accepted (ET)

Oct 27, 2015 · 4:48 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	D/I	Nature of ownership
Common Stock^F1	Oct 23, 2015	D	22,590	$13.00	D	D
Common Stock^F1,F2	Oct 23, 2015	D	2,000	$13.00	D	I	by Trust I
Common Stock^F1,F3	Oct 23, 2015	D	2,000	$13.00	D	I	by Trust II
Common Stock^F1,F4	Oct 23, 2015	D	2,000	$13.00	D	I	by Trust III

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
1 Non-Qualified Stock Option (right to buy)^F1,F5	$2.80	Oct 23, 2015	D	6,000	D	Nov 9, 2012	Nov 9, 2021	Common Stock	6,000	D
1 Non-Qualified Stock Option (right to buy)^F1,F5	$2.85	Oct 23, 2015	D	3,000	D	Dec 6, 2009	Nov 6, 2019	Common Stock	3,000	D
1 Non-Qualified Stock Option (right to buy)^F1,F5	$3.02	Oct 23, 2015	D	6,000	D	Nov 8, 2013	Nov 9, 2022	Common Stock	6,000	D
1 Non-Qualified Stock Option (right to buy)^F1,F6	$3.07	Oct 23, 2015	D	3,000	D	Nov 5, 2010	Mar 5, 2020	Common Stock	3,000	D
1 Non-Qualified Stock Option (right to buy)^F1,F5	$3.73	Oct 23, 2015	D	3,000	D	Dec 7, 2008	Nov 7, 2018	Common Stock	3,000	D
1 Non-Qualified Stock Option (right to buy)^F1,F5	$5.61	Oct 23, 2015	D	6,000	D	Nov 4, 2011	Nov 5, 2020	Common Stock	6,000	D
1 Non-Qualified Stock Option (right to buy)^F5	$6.25	Oct 23, 2015	D	3,000	D	Dec 9, 2007	Nov 9, 2017	Common Stock	3,000	D
1 Non-Qualified Stock Option (right to buy)^F1,F5	$8.00	Oct 23, 2015	D	2,000	D	Dec 3, 2005	Nov 3, 2015	Common Stock	2,000	D
1 Non-Qualified Stock Option (right to buy)^F1,F5	$8.66	Oct 23, 2015	D	6,000	D	Nov 13, 2015	Nov 13, 2024	Common Stock	6,000	D
1 Non-Qualified Stock Option (right to buy)^F5	$8.75	Oct 23, 2015	D	3,000	D	Dec 14, 2006	Nov 14, 2016	Common Stock	3,000	D
1 Non-Qualified Stock Option (right to buy)^F1,F5	$9.15	Oct 23, 2015	D	6,000	D	Nov 20, 2014	Nov 20, 2023	Common Stock	6,000	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
F2Subject to Rule 16a-1(a)(2), shares of common stock purchased in trust for daughter, U/A dated September 22, 2010.
F3Subject to Rule 16a-1(a)(2), shares of common stock purchased in trust for daughter, U/A dated September 22, 2010.
F4Subject to Rule 16a-1(a)(2), shares of common stock purchased in trust for grandson, UCAUTMA.
F5Pursuant to a March 5, 2010 adoption by the Issuer?s Board of Directors, the reporting person received an annual option grant for each year of service as a director, with vesting to occur in full on the date of the annual meeting of stockholders following the meeting at which the director is elected. In connection with the transactions contemplated by the Merger Agreement, all options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such share
F6) For the 2009-2010 service year only, each Eligible Director was granted a special one-time option to purchase 3,000 shares pursuant to the Amended 2004 Director Plan, which vested in full at the 2010 Annual Meeting of Stockholders. In connection with the transactions contemplated by the Merger Agreement, all 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.