SEC Form 4 · accession 0001415889-17-001926
NUMEREX CORP /PA/ · NMRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tony G Holcombe
Director
Period of report
Dec 7, 2017
Accepted (ET)
Dec 11, 2017 · 4:10 pm 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 7, 2017 | D | 111,350 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the merger agreement, dated as of August 2, 2017 (the "Merger Agreement"), by and among the Issuer, Sierra Wireless, Inc. ("Sierra Wireless") and Wireless Acquisition Sub, Inc. ("Merger Sub"), Merger Sub was merged with and into the Issuer on December 7, 2017 (the "Effective Time"), and the Issuer became a wholly-owned subsidiary of Sierra Wireless. Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of the Issuer's common stock was converted into the right to receive 0.1800 of a share of Sierra Wireless common stock and cash in lieu of fractional shares of Sierra Wireless common stock (the "Merger Consideration") and (ii) each outstanding restricted stock unit fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of the Issuer's common stock underlying such award, less shares withheld to pay applicable withholding taxes. As of the Effective Time, the Sierra Wireless common stock had a market value of $21.60 per share.