4//SEC Filing
'mktg, inc.' 4
Accession 0001144204-14-053841
CIK 0000886475operating
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 7:18 PM ET
Size
27.8 KB
Accession
0001144204-14-053841
Insider Transaction Report
Form 4
'mktg, inc.'CMKG
PARTICELLI MARC
Director
Transactions
- Disposition to Issuer
Common Stock
2014-08-27$2.80/sh−1,038,914$2,908,959→ 0 total - Conversion
Series D Preferred Stock
2014-08-26−19,111→ 0 total(indirect: See Footnote)Exercise: $0.47→ Common Stock (1,240,661 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-08-27$0.67/sh−10,000$6,700→ 0 totalExercise: $2.13Exp: 2016-03-31→ Common Stock (10,000 underlying) - Disposition to Issuer
Warrant (right to buy)
2014-08-27$2.80/sh−24,563$68,752→ 0 total(indirect: By Trust)Exercise: $0.00Exp: 2015-12-15→ Common Stock (24,563 underlying) - Conversion
Common Stock
2014-08-26$0.47/sh+40,661$19,111→ 1,038,914 total - Disposition to Issuer
Stock Option (right to buy)
2014-08-27−10,000→ 0 totalExercise: $3.39Exp: 2015-04-30→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-08-27$0.45/sh−40,000$18,000→ 0 totalExercise: $2.35Exp: 2017-09-19→ Common Stock (40,000 underlying) - Disposition to Issuer
Warrant (right to buy)
2014-08-27$2.80/sh−221,064$618,758→ 0 totalExercise: $0.00Exp: 2015-12-15→ Common Stock (221,064 underlying) - Conversion
Common Stock
2014-08-26$0.47/sh+365,946$171,995→ 998,253 total - Conversion
Series D Preferred Stock
2014-08-26−171,995→ 0 totalExercise: $0.47→ Common Stock (365,946 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-08-27$0.54/sh−10,000$5,400→ 0 totalExercise: $2.26Exp: 2017-04-30→ Common Stock (10,000 underlying)
Footnotes (9)
- [F1]The Reporting Person converted 171,995 shares of Series D Preferred Stock at a conversion price of $0.47 per share, resulting in his acquisition of 365,946 shares of common stock.
- [F2]The Marc C. Particelli 2006 Family Trust (the "Family Trust") converted 19,111 shares of Series D Preferred Stock at a conversion price of $0.47 per share, resulting in its acquisition of 40,661 shares of common stock. The beneficiaries of the Family Trust are the Reporting Person's children, and the Reporting Person's spouse is a trustee of the Family Trust. The Reporting Person disclaims beneficial ownership of those shares held by the Family Trust, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F3]Includes (i) 940,923 shares owned directly by the Reporting Person; (ii) 18,300 shares owned by the Reporting Person's IRA; and (iii) 79,691 shares owned by the Family Trust.
- [F4]Disposed of upon consummation of the merger contemplated by the Agreement and Plan of Merger by and among the Issuer, Aegis Lifestyle, Inc. and Morgan Acquisition, Inc., dated as of May 27, 2014 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of common stock was exchanged for the right to receive $2.80 in cash.
- [F5]The Series D Preferred Stock is convertible into common stock at any time and has no expiration date.
- [F6]Currently Exercisable.
- [F7]Pursuant to the Merger Agreement, this out of the money option was cancelled.
- [F8]Pursuant to the Merger Agreement, such stock option was cancelled and converted into the right to receive an amount in cash equal to the excess of $2.80 over the exercise price of such option.
- [F9]Pursuant to the Merger Agreement, such warrant was cancelled and converted into the right to receive an amount in cash equal to the excess of $2.80 over the exercise price of such warrant.
Documents
Issuer
'mktg, inc.'
CIK 0000886475
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000886475
Filing Metadata
- Form type
- 4
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 7:18 PM ET
- Size
- 27.8 KB