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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Title of Derivative Security | 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 | 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 Securities Underlying Derivative Security (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 | ||||||||
Restricted Stock Unit (1) | $ 0 | 04/12/2016 | D | 4,403 | (3) | (3) | Common Stock | 4,403 | (3) | 0 | D | ||||
On April 12, 2016, ASP Blade Intermediate Holdings, Inc., a Delaware corporation ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger, dated as of December 9, 2015 (the "Merger Agreement"), among the issuer, Parent and ASP Blade Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). In accordance with the terms of the Merger Agreement Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. The Merger is more fully described in the issuer's proxy statement filed with the Securities and Exchange Commission on March 9, 2016. | |
Pursuant to the terms of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of the issuer's common stock owned by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive $10.00 in cash (the "per share merger consideration"), without interest and less any applicable withholding taxes. | |
Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit with respect to the issuer's common stock held by the reporting person immediately prior to the Effective Time (each of which was granted on March 11, 2014 or March 17, 2015) was cancelled and converted into the right to receive the per share merger consideration, without interest and less any applicable withholding taxes. |
| Signatures | ||
Chad E. Paulson | 04/14/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||