4//SEC Filing
MOLINO JOSEPH A JR 4
Accession 0001104659-23-127801
CIK 0000075340other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 6:07 PM ET
Size
10.2 KB
Accession
0001104659-23-127801
Insider Transaction Report
Form 4
MOLINO JOSEPH A JR
Vice President, COO & CFO
Transactions
- Disposition to Issuer
Class A Common Stock
2023-12-20$13.00/sh−86,971$1,130,623→ 15,000 total - Disposition to Issuer
Class A Common Stock
2023-12-20$13.00/sh−15,000$195,000→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2023-12-20$5.91/sh−25,000$147,750→ 0 totalExercise: $7.09Exp: 2027-09-04→ Class A Common Stock (25,000 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Tools AcquisitionCo, LLC, ("Parent") and Tools MergerSub, Inc., a wholly owned subsidiary of Parent ("Acquisition Sub"), dated October 13, 2023, each issued and outstanding share (a "Share") of Class A Common Stock of the Issuer was converted into the right to receive $13.00 per Share in cash (subject to any applicable withholding or other taxes or other amounts required by law to be withheld). On December 20, 2023, the transactions contemplated by the Merger Agreement were consummated, including the merger of Acquisition Sub with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation following the Merger as a wholly owned subsidiary of Parent.
- [F2]Prior to the Merger, the Reporting Person served as an officer of the Issuer, and resigned from such position upon the effective time of the Merger.
- [F3]Represents unvested shares of restricted stock of the Issuer. Pursuant to the Merger Agreement, each outstanding unvested share of restricted stock was accelerated and canceled and entitled the holder to receive in exchange therefor, an amount in cash (subject to any applicable withholding or other taxes or other amounts required by law to be withheld) equal to $13.00.
- [F4]This option, which became fully exercisable on September 5, 2020, was cancelled in the Merger in exchange for an aggregate cash payment representing for each share underlying the option, the difference between the per share merger price and the exercise price per share.
Documents
Issuer
P&F INDUSTRIES INC
CIK 0000075340
Entity typeother
Related Parties
1- filerCIK 0001192706
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 6:07 PM ET
- Size
- 10.2 KB