SEC Form 4/A · accession 0001437749-15-009943
ADVANCED PHOTONIX INC · API
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Stephen P Soltwedel
Director
Period of report
May 8, 2015
Accepted (ET)
May 13, 2015 · 4:04 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 StockF1 | May 8, 2015 | D | 229,016 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $2.32 | May 8, 2015 | D | — | D | Dec 3, 2005 | Jun 3, 2015 | Common Stock | 25,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $2.68 | May 8, 2015 | D | — | D | Oct 3, 2006 | Apr 3, 2016 | Common Stock | 25,000 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $1.80 | May 8, 2015 | D | — | D | Oct 16, 2007 | Apr 16, 2017 | Common Stock | 25,000 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $0.62 | May 8, 2015 | D | — | D | Mar 1, 2013 | Apr 16, 2017 | Common Stock | 25,000 | 0 | 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 $1.33 per share on the effective date of the merger. Footnote 1 on this Form 4/A includes the closing price of Luna common stock which was inadvertently omitted from the Form 4, as originally filed on May 8, 2015.
- 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 exercise price down to the nearest whole cent 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 exercise price down to the nearest whole cent 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 exercise price down to the nearest whole cent 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 exercise price down to the nearest whole cent 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.