4//SEC Filing
NATIONAL TECHNICAL SYSTEMS INC /CA/ 4
Accession 0001140361-13-044301
CIK 0000110536operating
Filed
Nov 25, 7:00 PM ET
Accepted
Nov 26, 7:49 PM ET
Size
14.2 KB
Accession
0001140361-13-044301
Insider Transaction Report
Form 4
BRISKIE DOUGLAS
Co-President
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2013-11-22−5,000→ 0 totalExercise: $4.56Exp: 2014-06-28→ Common Stock (5,000 underlying) - Other
COMMON STOCK
2013-11-22−32,850→ 3,150 total - Disposition to Issuer
Stock Options (Right to Buy)
2013-11-22−17,500→ 0 totalExercise: $4.76Exp: 2015-12-01→ Common Stock (17,500 underlying) - Disposition to Issuer
Phantom Stock Appreciation Rights
2013-11-22−125,000→ 0 totalExercise: $7.50Exp: 2015-12-01→ Common Stock (125,000 underlying) - Disposition to Issuer
COMMON STOCK
2013-11-22−3,150→ 0 total
Footnotes (4)
- [F1]Disposed of pursuant to a contribution agreement dated November 21, 2013 between the reporting person and NTS Holding Corporation, Inc. ("NTS Holding"), the sole owner of Nest Parent, Inc., in exchange for newly issued shares of NTS Holding, valuing the contributed securities at $23.00 per share.
- [F2]Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 15, 2013, between National Technical Systems, Inc. (the "Company"), Nest Parent, Inc. and Nest Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $23.00 per share.
- [F3]Pursuant to the Merger Agreement, each outstanding stock option, whether vested or unvested, was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $23.00 exceeded the exercise price per share of common stock underlying such stock option.
- [F4]In connection with the consummation of the transactions contemplated by the Merger Agreement, each vested phantom stock appreciation right was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $23.00 exceeded the applicable grant price per phantom stock appreciation right. On October 23, 2012, the compensation committee of the Company's board of directors exercised its discretion to accelerate the vesting of all phantom stock appreciation rights in connection with a change of control occurring before October 23, 2014. Accordingly, all outstanding and unvested phantom stock appreciation rights vested upon the consummation of the transactions contemplated by the Merger Agreement and were cancelled in exchange for the aforementioned consideration.
Documents
Issuer
NATIONAL TECHNICAL SYSTEMS INC /CA/
CIK 0000110536
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0000110536
Filing Metadata
- Form type
- 4
- Filed
- Nov 25, 7:00 PM ET
- Accepted
- Nov 26, 7:49 PM ET
- Size
- 14.2 KB