SEC Form 4 · accession 0001209191-16-118642
POWERSECURE INTERNATIONAL, INC. · POWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher T Hutter
Officer — EVP, COO
Period of report
May 9, 2016
Accepted (ET)
May 9, 2016 · 8:08 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 | 43,996 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionsF3 | $3.56 | May 9, 2016 | D | 5,000 | D | — | Dec 3, 2018 | Common Stock | 5,000 | 0 | D |
| Employee Stock OptionsF3 | $6.21 | May 9, 2016 | D | 10,000 | D | — | Mar 15, 2021 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Includes 15,000 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.
- 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.