SEC Form 4 · accession 0001415889-17-001928
NUMEREX CORP /PA/ · NMRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Singer
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 | 16,000 | — | D | 0 | D | |
| Common StockF1,F2 | Dec 7, 2017 | D | 1,259,908 | — | D | 0 | I | By: VIEX Special Opportunities Fund II |
| Common StockF1,F3 | Dec 7, 2017 | D | 399,837 | — | D | 0 | I | By: VIEX Opportunities Fund, LP - Series One |
| Common StockF1,F4 | Dec 7, 2017 | D | 221,649 | — | D | 0 | I | By: VIEX Special Opportunities Fund III, LP |
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 Numerex Corp. (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, 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. As of the Effective Time, the Sierra Wireless common stock had a market value of $21.60 per share.
- F2Shares acquired directly by VIEX Special Opportunities Fund II, LP ("VSO II"). Mr. Singer, by virtue of his position as managing member of VIEX Special Opportunities GP II, LLC ("VSO GP II"), the general partner of VSO II, and VIEX Capital, the investment manager of VSO II, may be deemed to beneficially own the shares owned directly by VSO II for purposes of Section 16. Mr. Singer expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3Shares owned directly by VIEX Opportunities Fund, LP - Series One ("Series One"), a series of VIEX Opportunities Fund, LP. Mr. Singer, by virtue of his position as managing member of VIEX GP, LLC ("VIEX GP"), the general partner of Series One, and VIEX Capital Advisors, LLC, ("VIEX Capital"), the investment manager of Series One, may be deemed to beneficially own the shares owned directly by Series One for purposes of Section 16. Mr. Singer expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F4Shares owned directly by VIEX Special Opportunities Fund III, LP (VSO III"). Mr. Singer, by virtue of his position as managing member of VIEX Special Opportunities GP III, LLC ("VSO GP III"), the general partner of VSO III, and VIEX Capital, the investment manager of VSO III, may be deemed to beneficially own the shares owned directly by VSO III for purposes of Section 16. Mr. Singer expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.