SEC Form 4 · accession 0000899243-17-028210
NUMEREX CORP /PA/ · NMRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SIERRA WIRELESS INC
10% Owner
Period of report
Dec 7, 2017
Accepted (ET)
Dec 8, 2017 · 11:30 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000870753
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, no par valueF1,F2,F3 | Dec 7, 2017 | P$0 | 19,680,040 | — | A | 19,680,040 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 7, 2017, pursuant to the Agreement and Plan of Merger, dated as of August 2, 2017 (the "Merger Agreement"), by and among Sierra Wireless, Inc. ("Sierra Wireless"), Wireless Acquisition Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Sierra Wireless ("Merger Sub"), and Numerex Corp. ("Numerex"), Merger Sub merged with and into Numerex, with Numerex surviving as a wholly-owned subsidiary of Sierra Wireless (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time of the Merger (the "Effective Time"), each share of Class A Common Stock, no par value, of Numerex issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.1800 common shares, no par value, of Sierra Wireless (the "Merger Consideration").
- F2(Continued from Footnote 1) Additionally, each outstanding restricted stock unit, in-the-money option and in-the-money stock appreciation right of Numerex was cancelled in exchange for the right to receive the Merger Consideration in accordance with the terms of the Merger Agreement. Subject to certain exceptions specified in the Merger Agreement, each outstanding warrant issued by Numerex (with the exception of that certain warrant, dated as of June 7, 2017, issued by Numerex to HCP-FVF, LLC) was cancelled in exchange for the right to receive the Merger Consideration or, if not exercised, was otherwise cancelled at the Effective Time.
- F3This figure represents 100% of the shares of Class A Common Stock, no par value, of Numerex issued and outstanding immediately prior to the Effective Time.