SEC Form 4 · accession 0001144204-15-061041
ADEPT TECHNOLOGY INC · ADEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin M Hale Jr.
Director · 10% Owner
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 | U | 1,321,700 | $13.00 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Director Stock Option (right to buy)F3,F4,F5,F2 | $4.22 | Oct 23, 2015 | U | 10,000 | D | — | Sep 18, 2022 | Common Stock | 10,000 | 0 | D |
| Non-Qualified Director Stock Option (right to buy)F3,F4,F5 | $8.66 | Oct 23, 2015 | U | 6,000 | D | Nov 13, 2015 | Nov 13, 2024 | Common Stock | 6,000 | 0 | D |
| Non-Qualified Director Stock Option (right to buy)F3,F4,F5 | $9.15 | Oct 23, 2015 | U | 6,000 | D | Nov 20, 2014 | Nov 20, 2023 | Common Stock | 6,000 | 0 | D |
Explanation of responses
- F1The shares of common stock (the "Common Stock") of Adept Technology, Inc. (the "Issuer") reported herein are indirectly held by Hale Capital Partners, LP, a Delaware limited partnership ("HCP"). Martin M. Hale, Jr. ("MH") is the Chief Executive Officer of HCP. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of Hale Fund Management, LLC, a Delaware limited liability company ("HFM"), the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP. Each of MH, HCP, HFP, HFM, HCM and HCP-ROBO (as defined below) disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2The non-qualified director stock options were exercisable as follows: 50% of the grant on the first annual meeting of stockholders following the appointment or election of MH to the board of directors of the Issuer and the remaining 50% at the second annual meeting of stockholders of the Issuer following the appointment or election of MH as a director of the Issuer.
- F3On September 16, 2015, the Issuer entered into an Agreement and Plan of Merger, dated September 16, 2015 (the "Merger Agreement") with OMRON Corporation, a Japanese corporation ("OMRON"), Omron Management Center of America, Inc., a Delaware corporation and wholly-owned subsidiary of OMRON ("OMCA"), and Hoffman Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of OMCA ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub commenced a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Common Stock at a price of $13.00 per share.
- F4Each outstanding option to purchase shares of Common Stock (whether or not vested or exercisable), including the non-qualified director stock options reported herein, was cancelled immediately upon the consummation of the Offer and converted into the right to receive upon consummation of the Offer an amount in cash equal to the positive difference between the offer price of $13.00 per share and the exercise price of such option.
- F5The non-qualified director stock options were held by MH for the benefit of HCP-ROBO, LLC ("HCP-ROBO"). HCP is the sole member of HCP-ROBO.
Remarks
MH served on the board of directors of the Issuer as a representative of HCP until the closing of the transactions contemplated by the Merger Agreement, which closing occurred on October 23, 2015. Accordingly, HCP, HFP, HFM, HCM and HCP-ROBO may be deemed directors by deputization by virtue of the fact that MH served on the board of directors of the Issuer.