4//SEC Filing
BRYANT JOHN F. 4
Accession 0000919574-20-007644
CIK 0000887226other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 5:23 PM ET
Size
22.2 KB
Accession
0000919574-20-007644
Insider Transaction Report
Form 4
HARBERT DISCOVERY FUND GP, LLC
10% Owner
Transactions
- Disposition to Issuer
Director Stock Option (Right to Buy)
2020-12-21−8,000→ 0 total(indirect: See footnote)Exercise: $6.46→ Common Stock, $0.01 par value (8,000 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−34,086$238,602→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−987,091$6,909,637→ 0 total(indirect: See footnote)
HARBERT FUND ADVISORS, INC.
10% Owner
Transactions
- Disposition to Issuer
Director Stock Option (Right to Buy)
2020-12-21−8,000→ 0 total(indirect: See footnote)Exercise: $6.46→ Common Stock, $0.01 par value (8,000 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−34,086$238,602→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−987,091$6,909,637→ 0 total(indirect: See footnote)
HARBERT MANAGEMENT CORP
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−987,091$6,909,637→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−34,086$238,602→ 0 total(indirect: See footnote) - Disposition to Issuer
Director Stock Option (Right to Buy)
2020-12-21−8,000→ 0 total(indirect: See footnote)Exercise: $6.46→ Common Stock, $0.01 par value (8,000 underlying)
LUCAS KENAN
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−987,091$6,909,637→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−34,086$238,602→ 0 total(indirect: See footnote) - Disposition to Issuer
Director Stock Option (Right to Buy)
2020-12-21−8,000→ 0 total(indirect: See footnote)Exercise: $6.46→ Common Stock, $0.01 par value (8,000 underlying)
HARBERT RAYMOND J
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−34,086$238,602→ 0 total(indirect: See footnote) - Disposition to Issuer
Director Stock Option (Right to Buy)
2020-12-21−8,000→ 0 total(indirect: See footnote)Exercise: $6.46→ Common Stock, $0.01 par value (8,000 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−987,091$6,909,637→ 0 total(indirect: See footnote)
BRYANT JOHN F.
Director
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−987,091$6,909,637→ 0 total(indirect: See footnote) - Disposition to Issuer
Director Stock Option (Right to Buy)
2020-12-21−8,000→ 0 total(indirect: See footnote)Exercise: $6.46→ Common Stock, $0.01 par value (8,000 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−34,086$238,602→ 0 total(indirect: See footnote)
Harbert Discovery Fund, LP
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−987,091$6,909,637→ 0 total(indirect: See footnote) - Disposition to Issuer
Director Stock Option (Right to Buy)
2020-12-21−8,000→ 0 total(indirect: See footnote)Exercise: $6.46→ Common Stock, $0.01 par value (8,000 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2020-12-21$7.00/sh−34,086$238,602→ 0 total(indirect: See footnote)
Footnotes (7)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Atlas Copco North America and Odyssey Acquisition Corp. for $7.00 per share in cash on the effective date of the merger.
- [F2]John F. Bryant ("Mr. Bryant") received these shares in lieu of a portion of his annual Board Compensation pursuant to the Directors Stock Purchase Rights under the 2004 Stock Incentive Plan, an exempt plan. These shares were assigned to Harbert Fund Advisors, Inc. ("HFA"), and are held in an affiliated brokerage account for the benefit of the investors of the Fund.
- [F3]These shares are held by Harbert Discovery Fund, LP (the "Fund") and may be deemed to be beneficially owned by (i) Harbert Discovery Fund GP, LLC (the "Fund GP"), the general partner of the Fund, (ii) HFA, the investment adviser to the Fund, (iii) Harbert Management Corporation ("HMC"), the managing member of the Fund GP, (iv) Mr. Bryant, a Senior Advisor of the Fund, and a Vice President and Senior Managing Director of HMC, (v) Kenan Lucas, the Managing Director and Portfolio Manager of the Fund GP and (v) Raymond Harbert, the controlling shareholder, Chairman and Chief Executive Officer of HMC. Mr. Bryant resigned as Director of the Issuer upon the effective date of the merger.
- [F4]These options were disposed of pursuant to the Merger Agreement on the effective date of the merger.
- [F5]One-third of the options vested and were exercisable beginning on September 1, 2017, one-third of the options vested and were exercisable beginning on September 1, 2018, and the final one-third of the options vested and were exercisable beginning on September 1, 2019. These options were cancelled pursuant to the Merger Agreement and converted into the right to receive an amount in cash equal to (i) the difference between the $7.00 per share merger consideration and the exercise price of such stock options multiplied by (ii) the number of shares subject to such stock options.
- [F6]The options were exercisable for a period of ten years from September 1, 2016, the date of the initial grant, unless earlier terminated due to the termination of the Mr. Bryant's service as a director of the Issuer.
- [F7]Mr. Bryant was granted an option to purchase 8,000 shares of Common Stock under the Issuer's 2004 Stock Incentive Plan. These options were assigned to HFA and are held in an affiliated brokerage account for the benefit of the investors of the Fund.
Documents
Issuer
PERCEPTRON INC/MI
CIK 0000887226
Entity typeother
Related Parties
1- filerCIK 0001642336
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 5:23 PM ET
- Size
- 22.2 KB