SEC Form 4 · accession 0000865415-15-000026
ADEPT TECHNOLOGY INC · ADEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin A Burditt
Director
Period of report
Oct 23, 2015
Accepted (ET)
Oct 27, 2015 · 4:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000865415
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 Non-Qualified Stock Option (right to buy)F1,F2 | $3.02 | Oct 23, 2015 | D | 6,000 | D | Nov 8, 2013 | Nov 9, 2022 | Common Stock | 6,000 | 0 | D |
| 1 Non-Qualified Stock Option (right to buy)F1,F3 | $3.7799 | Oct 23, 2015 | D | 10,000 | D | Nov 9, 2011 | Aug 29, 2021 | Common Stock | 10,000 | 0 | D |
| 1 Non-Qualified Stock Option (right to buy)F1,F2 | $8.66 | Oct 23, 2015 | D | 6,000 | D | Nov 13, 2015 | Nov 13, 2024 | Common Stock | 6,000 | 0 | D |
| 1 Non-Qualified Stock Option (right to buy)F1,F2 | $9.15 | Oct 23, 2015 | D | 6,000 | D | Nov 20, 2014 | Nov 20, 2023 | Common Stock | 6,000 | 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
- F2Pursuant 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
- F3On August 29, 2011, pursuant to a March 5, 2010 adoption by the Issuer?s Board of Directors, the reporting person, as a non-employee director, was granted 10,000 options vesting in the amount of 50% of the grant on the first annual meeting of stockholders following his appointment or election as a director and the remaining 50% vesting at the second annual meeting of stockholders of the Issuer following his appointment or election as a director. 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.