SEC Form 4 · accession 0001415889-17-001929
NUMEREX CORP /PA/ · NMRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stratton J Nicolaines
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 | 133,370 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Dec 7, 2017 | M | 13,650 | D | — | — | Common Stock | 13,650 | — | D |
Explanation of responses
- F1Pursuant to the merger agreement, dated as of August 2, 2017 (the "Merger Agreement"), by and among 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