SEC Form 4 · accession 0000899243-15-007194
ADEPT TECHNOLOGY INC · ADEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rob Cain
Officer — President and CEO · Director
Period of report
Oct 23, 2015
Accepted (ET)
Oct 27, 2015 · 7:19 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F1,F2,F3 | $4.60 | Oct 23, 2015 | D | 75,000 | D | — | Feb 19, 2023 | Common Stock | 75,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F2,F4 | $3.58 | Oct 23, 2015 | D | 147,068 | D | — | Aug 15, 2023 | Common Stock | 147,068 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F2,F5 | $3.27 | Oct 23, 2015 | D | 40,807 | D | — | Aug 27, 2023 | Common Stock | 40,807 | 2,148 | D |
| Non-Qualified Stock Option (right to buy)F1,F2,F5 | $4.60 | Oct 23, 2015 | D | 863 | D | — | Aug 27, 2023 | Common Stock | 863 | 45 | D |
| Non-Qualified Stock Option (right to buy)F1,F2,F6 | $4.60 | Oct 23, 2015 | D | 39,944 | D | — | Aug 27, 2023 | Common Stock | 39,944 | 2,102 | D |
| Non-Qualified Stock Option (right to buy)F1,F2,F6 | $6.90 | Oct 23, 2015 | D | 40,806 | D | — | Aug 27, 2023 | Common Stock | 40,806 | 2,148 | D |
| Incentive Option (right to buy)F1,F2,F7 | $3.58 | Oct 23, 2015 | D | 27,932 | D | — | Aug 15, 2023 | Common Stock | 27,932 | 0 | D |
| Incentive Option (right to buy)F1,F2,F8 | $7.05 | Oct 23, 2015 | D | 35,000 | D | — | Jun 22, 2025 | Common Stock | 35,000 | 0 | D |
| Restricted Stock UnitF1,F2,F9 | $0.00 | Oct 23, 2015 | D | 103,500 | D | — | Jan 14, 2024 | Common Stock | 103,500 | 9,000 | D |
| Restricted Stock UnitF1,F2,F10 | $0.00 | Oct 23, 2015 | D | 5,276 | D | — | Feb 2, 2025 | Common Stock | 5,276 | 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).
- F10On February 2, 2015, the reporting person was granted 5,276 restricted stock units equal to 5,276 shares. In connection with the Merger Agreement, the units, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00.
- F2(Continued from footnote 1) The reporting person reports disposition of both shares of common stock and derivative securities in connection with the transactions contemplated by the Merger Agreement.
- F3On February 19, 2013, the reporting person was granted employee stock options to purchase 75,000 shares of the Issuer's common stock, at an exercise price of $4.60 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.
- F4On August 15, 2013, the reporting person was granted employee stock options to purchase 147,068 shares of the Issuer's common stock at an exercise price of $3.58 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.
- F5On August 27, 2013, pursuant to the Issuer's 2003 Equity Incentive Plan, the reporting person was granted employee stock options to purchase 42,955 shares of the Issuer's common stock at an exercise price of $3.27 per share, as well as employee stock options to purchase 908 shares at an exercise price of $4.60 per share. In connection with the transactions contemplated by 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. Originally, the options were to vest according to achievement of certain performance criteria; 2,148 of the options with an exercise price of $3.27 per share, and 45 of the options with an exercise price of $4.60 per share, had been cancelled prior to consummation of the merger.
- F6On August 27, 2013, pursuant to the Issuer's 2005 Equity Incentive Plan, the reporting person was granted employee stock options to purchase 42,046 shares of the Issuer's common stock at an exercise price of $4.60 per share, as well as employee stock options to purchase 42,954 shares at an exercise price of $6.90 per share. In connection with the transactions contemplated by 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. Originally, the options were to vest according to achievement of certain performance criteria; 2,102 of the options with an exercise price of $4.60 per share, and 2,148 of the options with an exercise price of $6.90 per share had been cancelled prior to consummation of the merger.
- F7On August 15, 2013, the reporting person was granted employee stock options to purchase 27,932 shares of the Issuer's common stock at an exercise price of $3.58 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.
- F8On June 22, 2015, the reporting person was granted employee stock options to purchase 35,000 shares of the Issuer's common stock at an exercise price of $7.05 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.
- F9On January 14, 2014, the reporting person was granted 112,500 restricted stock units equal to 112,500 shares, which were to vest upon a change in control based on the price of the Issuer's common stock as of the date of such change in control. Accordingly, approximately 92% (103,500) of such units vested in connection with consummation of the Merger Agreement, and the resulting 103,500 shares were redeemed at a price per share equal to $13.00 and the remaining shares subject to the grant were forfeited.