SEC Form 4 · accession 0001209191-16-118629
POWERSECURE INTERNATIONAL, INC. · POWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sidney Hinton
Officer — President and CEO · Director
Period of report
May 9, 2016
Accepted (ET)
May 9, 2016 · 7:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000882154
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 9, 2016 | D | 597,006 | $18.75 | 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 SharesF3 | $0.00 | May 9, 2016 | D | 72,054 | D | — | — | Common Stock | 72,054 | 0 | D |
| Performance UnitsF4 | $0.00 | May 9, 2016 | D | 45,470 | D | — | — | Common Stock | 45,470 | 0 | D |
Explanation of responses
- F1Includes 227,558 restricted shares of Common Stock as to which vesting was accelerated pursuant to that certain Agreement and Plan of Merger, dated as of February 24, 2016 (the "Merger Agreement"), by and among The Southern Company, PSMS Corp. and the Issuer, pursuant to which PSMS Corp. was merged with and into the Issuer and the Issuer was the continuing corporation in the merger and became a wholly-owned subsidiary of The Southern Company (the "Merger").
- F2Disposed of pursuant to the Merger Agreement. At the effective time of the Merger, each share of Issuer Common Stock was cancelled and converted into the right to receive $18.75 in cash.
- F3At the effective time of the Merger, these unvested restricted shares of Issuer Common Stock were converted into a contingent, performance-based award of common stock of The Southern Company.
- F4Each Performance Unit represented a contingent right to receive one share of Issuer Common Stock. At the effective time of the Merger, each Performance Unit was deemed fully vested and cancelled in exchange for the right to receive $18.75 in cash, in accordance with the Merger Agreement.