SEC Form 4 · accession 0000892712-17-000661
ARI NETWORK SERVICES INC /WI · ARIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Nurthen
Officer — Chief Financial Officer
Period of report
Aug 29, 2017
Accepted (ET)
Aug 31, 2017 · 10:28 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000879796
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 29, 2017 | M | 22,000 | $0.00 | A | 77,870 | D | |
| Common Stock | Aug 29, 2017 | D | 77,870 | $7.10 | 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 StockF2 | $0.00 | Aug 29, 2017 | M | 22,000 | D | — | Mar 4, 2019 | Common Stock | 22,000 | 33,000 | D |
| Restricted StockF3 | $0.00 | Aug 29, 2017 | D | 33,000 | D | — | — | Common Stock | 33,000 | 0 | D |
| Stock Option (Right to Buy) | $3.25 | Aug 29, 2017 | D | 75,000 | D | Jul 31, 2014 | Jan 10, 2024 | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated June 20, 2017 among the Issuer, Expedition Holdings LLC ("Parent") and Expedition Merger Sub, Inc., at the effective time (the "Effective Time") of the merger (the "Merger") contemplated under the Merger Agreement, each unvested share of restricted stock of the Issuer vested, and each share of Issuer common stock converted into the right to receive $7.10 in cash.
- F222,000 shares of performance-based restricted stock vested in connection with the Merger.
- F333,000 outstanding shares of performance-based restricted stock were cancelled in connection with the Merger.
- F4At the Effective Time of the Merger, outstanding options to purchase shares of Issuer common stock were cancelled and converted into the right to receive, for each share of Issuer common stock subject to the option, an amount in cash equal to (x) $7.10, minus (y) the sum of (1) the exercise price per share of common stock of such option, and (2) any applicable withholding amounts, except that the Reporting Person's options with respect to 27,662 shares were rolled over to options to acquire 196,400 units of an affiliate of the Parent at an exercise price of $0.458 per unit.