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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 | ||||||||
| Employee Stock Option (right to buy) | $ 8.9 | 01/25/2013 | D(1) | 12,000 | (1) | 03/19/2014 | Common Stock | 12,000 | (1) | 350,000 | D | ||||
| Employee Stock Option (right to buy) | $ 14.167 | 01/25/2013 | D(2) | 15,000 | (2) | 07/27/2014 | Common Stock | 15,000 | (2) | 335,000 | D | ||||
| Employee Stock Option (right to buy) | $ 13.45 | 01/25/2013 | D(3) | 20,000 | (3) | 01/11/2016 | Common Stock | 20,000 | (3) | 315,000 | D | ||||
| Employee Stock Option (right to buy) | $ 7.77 | 01/25/2013 | D(4) | 20,000 | (4) | 02/21/2018 | Common Stock | 20,000 | (4) | 295,000 | D | ||||
| Employee Stock Option (right to buy) | $ 5.28 | 01/25/2013 | D(5) | 45,000 | (5) | 08/15/2021 | Common Stock | 45,000 | (5) | 250,000 | D | ||||
| Employee Stock Option (right to buy) | $ 3.98 | 01/25/2013 | D(6) | 250,000 | (6) | 02/21/2022 | Common Stock | 250,000 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 7.4 | 01/25/2013 | A(1) | 12,000 | (1) | 03/19/2014 | Common Stock | 12,000 | (1) | 12,000 | D | ||||
| Employee Stock Option (right to buy) | $ 12.667 | 01/25/2013 | A(2) | 15,000 | (2) | 07/27/2014 | Common Stock | 15,000 | (2) | 27,000 | D | ||||
| Employee Stock Option (right to buy) | $ 11.95 | 01/25/2013 | A(3) | 20,000 | (3) | 01/11/2016 | Common Stock | 20,000 | (3) | 47,000 | D | ||||
| Employee Stock Option (right to buy) | $ 6.27 | 01/25/2013 | A(4) | 20,000 | (4) | 02/21/2018 | Common Stock | 20,000 | (4) | 67,000 | D | ||||
| Employee Stock Option (right to buy) | $ 3.78 | 01/25/2013 | A(5) | 45,000 | (5) | 08/15/2021 | Common Stock | 45,000 | (5) | 112,000 | D | ||||
| Employee Stock Option (right to buy) | $ 2.48 | 01/25/2013 | A(6) | 250,000 | (6) | 02/21/2022 | Common Stock | 250,000 | (6) | 362,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Askarpour Shahram C/O INNOVATIVE SOLUTIONS & SUPPORT, INC. 720 PENNSYLVANIA DR. EXTON, PA 19341 |
President | |||
| /s/ Ronald C. Albrecht, as attorney-in-fact | 01/28/2013 | |
| **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) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on March 19, 2004 and is currently exercisable. |
| (2) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on July 27, 2004 and is currently exercisable. |
| (3) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 11, 2006 and is currently exercisable. |
| (4) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 21, 2008 and provides for vesting in five equal annual installments beginning on February 21, 2009. The employee stock option will be fully vested on February 21, 2013. |
| (5) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on August 15, 2011 and provides for vesting in three equal annual installments beginning on August 15, 2012. The employee stock option will be fully vested on August 15, 2014. |
| (6) | The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 21, 2012 and provides for vesting in three equal annual installments beginning on February 21, 2013. The employee stock option will be fully vested on February 21, 2015. |