4//SEC Filing
Miller Craig A 4
Accession 0001140361-10-042196
CIK 0000763532other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 10:13 AM ET
Size
12.4 KB
Accession
0001140361-10-042196
Insider Transaction Report
Form 4
Miller Craig A
10% Owner
Transactions
- Sale
Common Stock
2010-10-22$8.41/sh−80,000$673,128→ 2,338,276 total - Sale
Common Stock
2010-10-25$8.99/sh−17,074$153,495→ 2,321,202 total
Holdings
- 30,000
Option to Buy
Exercise: $5.93Exp: 2019-07-23→ Common Shares (30,000 underlying) - 24,000
Option to Buy
Exercise: $5.21Exp: 2020-08-19→ Common Shares (24,000 underlying)
Footnotes (8)
- [F1]1,097,614 shares of the Issuer were distributed to the reporting persons with respect to their percentage interest in connection with a Purchase and Sale Agreement dated as of July 22, 2009 by and among the Issuer, LSI Acquisition Inc., ADL Technology Inc. ("Technology") and ADL Engineering Inc. ("Engineering"). 1,372,062 shares of the Issuer will be held in escrow pursuant to the terms of an Escrow Agreement dated as of July 22, 2009 by and among LSI Acquisition Inc., each of the reporting persons and U.S. Bank, N.A. (the "Escrow Agreement"), under which the reporting persons will have the authority to direct the escrow agent thereunder to sell all or a portion of the escrowed shares.
- [F2]All shares held in escrow pursuant to the Escrow Agreement are subject to forfeiture under the terms of the Escrow Agreement for a period following the closing date in order to satisfy claims arising as a result of breaches of representations and warranties or covenants under the Agreement by Technology, Engineering or the reporting persons. Following the expiration of an initial eighteen month period under the Escrow Agreement, one half of the escrowed shares and any proceeds from sales thereof will be distributed to the reporting persons and following the termination of the escrow period under the Escrow Agreement, any remaining shares and any proceeds from sales thereof will be distributed to the reporting persons.
- [F3]Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
- [F4]These holdings have been previously reported on Form 4.
- [F5]The options vest at a rate of 25% per year beginning on the first anniversary of the grant date.
- [F6]These shares were sold on the open market by two reporting persons, Craig A. Miller and Kevin A. Kelly, each of whom sold 40,000 shares.
- [F7]Prices range from $8.30 per share to $8.55 per share. The reporting persons undertake to provide full pricing information if requested by the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.
- [F8]These shares were sold on the open market by two reporting persons, Craig A. Miller and Kevin A. Kelly, each of whom sold 8,537 shares.
Documents
Issuer
LSI INDUSTRIES INC
CIK 0000763532
Entity typeother
Related Parties
1- filerCIK 0001468830
Filing Metadata
- Form type
- 4
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 10:13 AM ET
- Size
- 12.4 KB