SAND HILLS, INC|4Apr 3, 6:07 PM ET

Hartung Stephen Todd 4

4 · SAND HILLS, INC · Filed Apr 3, 2012

Form 4

Period: 2012-03-30

DirectorVP of Promark Technology, Inc.10% Owner

Transactions

Award
Common Stock
2012-03-30+4,714,274→ 4,714,274 total
Award
Employee Stock Option (right to buy)
2012-03-30+294,642→ 294,642 total
Exercise: $0.01From: 2012-03-30Exp: 2019-06-01→ Common Stock (294,642 underlying)
Award
Employee Stock Option (right to buy)
2012-03-30+1,367,139→ 1,367,139 total
Exercise: $0.04From: 2012-03-30Exp: 2021-10-20→ Common Stock (1,367,139 underlying)

Footnotes (3)

[F1]Received in exchange for 1,600,000 shares of United Strategies, Inc. ("USI") common stock in connection with a merger (the "Merger") among Sand Hills, Inc. ("Sand Hills"); USI; Promark Technology, Inc., a wholly-owned subsidiary of USI; and Promark Acquisition Corporation, a wholly owned subsidiary of Sand Hills ("Merger Sub"), pursuant to which Merger Sub merged with and into USI, with USI continuing as the surviving entity as a wholly owned subsidiary of Sand Hills. On the effective date of the Merger, neither USI nor Sand Hills were actively traded and neither had an ascertainable market price.
[F2]Received in the Merger in exchange for an employee stock option to acquire 100,000 shares of USI common stock for $0.04 per share.
[F3]Received in the Merger in exchange for an employee stock option to acquire 464,000 shares of USI common stock for $0.12 per share.

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