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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Restricted Stock | $ 0 (2) | 08/29/2017 | M | 22,000 | (2) | 03/05/2019 | Common Stock | 22,000 | $ 0 | 33,000 | D | ||||
| Restricted Stock | $ 0 (3) | 08/29/2017 | D(3) | 33,000 | (3) | (3) | Common Stock | 33,000 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 1.5 | 08/29/2017 | D(4) | 5,000 | 06/30/2012 | 06/30/2018 | Common Stock | 5,000 | $ 0 (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 0.85 | 08/29/2017 | D(4) | 10,000 | 02/26/2014 | 02/26/2020 | Common Stock | 10,000 | $ 0 (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 0.922 | 08/29/2017 | D(4) | 500 | 06/30/2015 | 06/30/2021 | Common Stock | 500 | $ 0 (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 1.25 | 08/29/2017 | D(4) | 15,000 | 11/02/2015 | 11/02/2021 | Common Stock | 15,000 | $ 0 (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 1.51 | 08/29/2017 | D(5) | 15,000 | 04/03/2016 | 04/03/2022 | Common Stock | 15,000 | $ 0 (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ostermann Robert 10850 WEST PARK PLACE SUITE 1200 MILWAUKEE, WI 53224 |
Chief Technology Officer | |||
| Mary L. Pierson (pursuant to Power of Attorney previously filed) | 08/30/2017 | |
| **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) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated June 20, 2017 among the Issuer, Expedition Holdings LLC ("Parent") and Expedition Merger Sub, Inc., at the effective time (the "Effective Time") of the merger (the "Merger") contemplated under the Merger Agreement, each unvested share of restricted stock of the Issuer vested, and each share of Issuer common stock converted into the right to receive $7.10 in cash. |
| (2) | 22,000 shares of performance-based restricted stock vested in connection with the Merger. |
| (3) | 33,000 outstanding shares of performance-based restricted stock were cancelled in connection with the Merger. |
| (4) | At the Effective Time of the Merger, outstanding options were cancelled and converted into the right to receive, for each share of Issuer common stock subject to the option, an amount in cash equal to (x) $7.10, minus (y) the sum of (1) the exercise price per share of common stock of such option, and (2) any applicable withholding amounts. |
| (5) | At the Effective Time of the Merger, outstanding options to purchase shares of Issuer common stock were cancelled and converted into the right to receive, for each share of Issuer common stock subject to the option, an amount in cash equal to (x) $7.10, minus (y) the sum of (1) the exercise price per share of common stock of such option, and (2) any applicable withholding amounts, except that the Reporting Person's options with respect to 15,000 shares were rolled over to options to acquire 106,500 units of an affiliate of the Parent at an exercise price of $0.213 per unit. |