SEC Form 4 · accession 0000865415-15-000024

ADEPT TECHNOLOGY INC · ADEP

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

Table I — non-derivative securities

Table II — derivative securities

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
• F2Pursuant to a March 5, 2010 adoption by the Issuer?s Board of Directors, the reporting person received an annual option grant in his capacity as director, with vesting to occur in full on the date of the annual meeting of stockholders following the meeting at which the director was 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 shares.
• F3Pursuant to the Issuer?s 2004 Director Option Plan, the reporting person received annual grant to stock options to purchase shares at the next meeting of the Board of Directors following the Issuer?s annual meeting of stockholders. The shares vested as to 1/48 of the shares subject to the option on each monthly anniversary of the date of the grant, provided that the reporting person continued to serve as a director as of such dates. 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.
• F4For 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.
• F5Per the 2004 Director Option Plan, the reporting person, in his capacity as a new director, received an initial grant of 10,000 options, which became exercisable as to 25% of the shares subject one year after the date of grant and as to 1/48th of the shares each month thereafter, provided that the reporting person continued to serve as a director as of such dates. 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.