SEC Form 4 · accession 0001437749-15-009528

ADVANCED PHOTONIX INC · API

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

M Scott Farese

Director

Period of report

May 8, 2015

Accepted (ET)

May 8, 2015 · 4:14 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000869986

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	May 8, 2015	D	189,360	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$2.32	May 8, 2015	D	25,000	D	Dec 3, 2005	Jun 3, 2015	Common Stock	25,000	D
Employee Stock Option (Right to Buy)^F3	$2.68	May 8, 2015	D	25,000	D	Oct 3, 2006	Apr 3, 2016	Common Stock	25,000	D
Employee Stock Option (Right to Buy)^F4	$1.80	May 8, 2015	D	25,000	D	Oct 16, 2007	Apr 16, 2017	Common Stock	25,000	D
Employee Stock Option (Right to Buy)^F5	$0.62	May 8, 2015	D	16,805	D	Mar 1, 2013	Aug 31, 2022	Common Stock	16,805	D

Explanation of responses

F1Each share of Class A Common Stock was disposed of pursuant to the Agreement of Merger and Plan of Reorganization, dated as of January 30, 2015 (the "Merger Agreement"), by and among the Issuer, Luna Innovations Incorporated ("Luna") and API Merger Sub, Inc. in exchange for 0.31782 shares of Luna common stock having a market value of $ --- per share on the effective date of the merger.
F2The options were assumed by Luna pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Luna common stock equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer option multiplied by (ii) 0.31782 and rounding the resulting number down to the nearest whole number of shares of Luna common stock, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the Issuer option by (y) 0.31782 and rounding the resulting exercise price up to the nearest whole cent.
F3The options were assumed by Luna pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Luna common stock equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer option multiplied by (ii) 0.31782 and rounding the resulting number down to the nearest whole number of shares of Luna common stock, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the Issuer option by (y) 0.31782 and rounding the resulting exercise price up to the nearest whole cent.
F4The options were assumed by Luna pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Luna common stock equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer option multiplied by (ii) 0.31782 and rounding the resulting number down to the nearest whole number of shares of Luna common stock, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the Issuer option by (y) 0.31782 and rounding the resulting exercise price up to the nearest whole cent.
F5The options were assumed by Luna pursuant to the Merger Agreement and replaced with an option to purchase a number of whole Luna common stock equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer option multiplied by (ii) 0.31782 and rounding the resulting number down to the nearest whole number of shares of Luna common stock, at an exercise price per share equal to the quotient obtained by dividing (x) the exercise price per share of the Issuer option by (y) 0.31782 and rounding the resulting exercise price up to the nearest whole cent.