22/11/2024 | Press release | Distributed by Public on 23/11/2024 00:52
FORM 4
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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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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) |
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) |
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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 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 |
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/s/ Tracey Luttrell | 11/22/2024 |
**Signature of Reporting Person | Date |
* | 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. |