4//SEC Filing
Giacalone Peter Allen 4
Accession 0001144204-10-032455
CIK 0000826773other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 6:21 PM ET
Size
9.0 KB
Accession
0001144204-10-032455
Insider Transaction Report
Form 4
Giacalone Peter Allen
DirectorChairman and President
Transactions
- Conversion
Common Stock
2010-06-04+660,000→ 1,100,000 total - Conversion
Series A Convertible Preferred Stock
2010-06-04−13,200→ 0 total→ Common Stock (660,000 underlying)
Footnotes (4)
- [F1]The 660,000 shares of Common Stock were issuable upon the conversion of 13,200 shares of Series A Convertible Preferred Stock at a conversion ratio of 50 to 1, which conversion ratio is set forth in that certain Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock of Berliner Communications, Inc.
- [F2]Includes 110,000 shares of Common Stock, which are the Reporting Person's allocable share of the 10,980,000 shares of Common Stock being held in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 27, 2010 (the "Merger Agreement"), by and among the Issuer, BCI East, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer ("Merger Sub"), and Unitek Holdings, Inc., a Delaware corporation ("UniTek"), pursuant to which Merger Sub merged with and into UniTek (the "Merger") and UniTek, as the surviving corporation of the Merger, became a wholly-owned subsidiary of the Issuer.
- [F3]Each share of Series A Convertible Preferred Stock was automatically converted into 50 shares of Common Stock upon the filing of the Issuer's Amended and Restated Certificate of Incorporation, which, among other things, increased the number of authorized shares of capital stock and changed the name of the Issuer from Berliner Communications, Inc. to UniTek Global Services, Inc. The Series A Convertible Preferred Stock had no expiration date.
- [F4]In connection with the transactions contemplated by the Merger Agreement, each outstanding share of UniTek's common stock converted into the right to receive (among other Merger consideration) 0.012 shares of the Issuer's Series A Convertible Preferred Stock.
Documents
Issuer
UniTek Global Services, Inc.
CIK 0000826773
Entity typeother
Related Parties
1- filerCIK 0001481121
Filing Metadata
- Form type
- 4
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 6:21 PM ET
- Size
- 9.0 KB