ARC Document Solutions Inc.

22/11/2024 | Press release | Distributed by Public on 23/11/2024 00:52

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Luttrell Tracey
2. Issuer Name and Ticker or Trading Symbol
ARC DOCUMENT SOLUTIONS, INC. [ARC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARC DOCUMENT SOLUTIONS, INC., 12657 ALCOSTA BLVD., SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024
(Street)
SAN RAMON, CA 94583
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/22/2024 D(1) 18,948(2) D $3.4 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $2.65 11/22/2024 D(1) 50,000 (3) (3) Common Stock 50,000 (3) 0 D
Option (right to buy) $3.69 11/22/2024 D(1) 47,500 (4) (4) Common Stock 47,500 (4) 0 D
Option (right to buy) $3.21 11/22/2024 D(1) 47,500 (3) (3) Common Stock 47,500 (3) 0 D
Option (right to buy) $2.25 11/22/2024 D(1) 45,000 (3) (3) Common Stock 45,000 (3) 0 D
Option (right to buy) $1.28 11/22/2024 D(1) 20,000 (3) (3) Common Stock 20,000 (3) 0 D
Option (right to buy) $2.38 11/22/2024 D(1) 7,500 (3) (3) Common Stock 7,500 (3) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Luttrell Tracey
C/O ARC DOCUMENT SOLUTIONS, INC.
12657 ALCOSTA BLVD., SUITE 200
SAN RAMON, CA 94583
X

Signatures

/s/ Tracey Luttrell 11/22/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents securities disposed of under the Agreement and Plan of Merger (as amended, the 'Merger Agreement') dated August 27, 2024, by and among ARC Document Solutions, Inc. (the 'Company') TechPrint Holdings, LLC ('Parent'), TechPrint Merger Sub, Inc. ('Merger Sub'), under which Merger Sub merged with and into the Company (the 'Merger'), with the Company surviving as the surviving corporation ('Surviving Corporation') in the Merger.
(2) Includes 17,277 shares acquired under the Company's Amended and Restated 2005 Employee Stock Purchase Plan, as amended. At the effective time of the Merger (the 'Effective Time'), each of these shares of common stock of the Company ('Shares') was cancelled and converted into the right to receive $3.40 (the 'Merger Consideration') in cash without interest thereon.
(3) Under the Merger Agreement, at the Effective Time, each of these options, whether vested or unvested, was converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the exercise price per share of such company option and (ii) the aggregate number of Shares remaining issuable upon exercise of such company option, less applicable taxes and authorized deductions.
(4) Under the Merger Agreement, each of these options, whether vested or unvested, was cancelled without the payment of consideration.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.