SEC Form 4 · accession 0001209191-16-118638
POWERSECURE INTERNATIONAL, INC. · POWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin P Collins
Director
Period of report
May 9, 2016
Accepted (ET)
May 9, 2016 · 7:58 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 | May 9, 2016 | D | 49,946 | $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 Stock UnitsF2 | $0.00 | May 9, 2016 | D | 3,228 | D | — | — | Common Stock | 3,228 | 0 | D |
| Director Stock OptionsF3 | $13.02 | May 9, 2016 | D | 7,500 | D | — | Jun 11, 2017 | Common Stock | 7,500 | 0 | D |
| Director Stock OptionsF3 | $14.84 | May 9, 2016 | D | 7,500 | D | — | Jun 12, 2016 | Common Stock | 7,500 | 0 | D |
Explanation of responses
- F1Disposed of 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"). 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.
- F2Disposed of pursuant to the Merger Agreement. Each Restricted Stock Unit represented the right to receive one share of Issuer Common Stock after vesting upon settlement. At the effective time of the Merger, each Restricted Stock Unit was deemed fully vested and cancelled and was settled in exchange for the right to receive $18.75 in cash, in accordance with the Merger Agreement.
- F3Disposed of pursuant to the Merger Agreement. At the effective time of the Merger, these stock options, which were fully vested and exercisable, were cancelled and converted into the right to receive the aggregate sum in cash equal to (1) the number of stock options, multiplied by (2) the excess of $18.75 over the exercise price of the stock options.