4//SEC Filing
MACKENZIE TIMOTHY JOHN 4
Accession 0001209191-07-000648
CIK 0000835409other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 4:44 PM ET
Size
17.3 KB
Accession
0001209191-07-000648
Insider Transaction Report
Form 4
CLARION TECHNOLOGIES INC/DE/CLAR.OB
WILBLAIRCO ASSOCIATES
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2007-01-01+725.05→ 725.05 total(indirect: See Notes 4, 5)Exercise: $1.75From: 2007-01-01→ Common Stock (414,314 underlying)
Transactions
- Award
Series A Convertible Preferred Stock
2007-01-01+725.05→ 725.05 total(indirect: See Notes 4, 5)Exercise: $1.75From: 2007-01-01→ Common Stock (414,314 underlying)
SHIPP TERRANCE MICHAEL
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2007-01-01+725.05→ 725.05 total(indirect: See Notes 4, 5)Exercise: $1.75From: 2007-01-01→ Common Stock (414,314 underlying)
Transactions
- Award
Series A Convertible Preferred Stock
2007-01-01+725.05→ 725.05 total(indirect: See Notes 4, 5)Exercise: $1.75From: 2007-01-01→ Common Stock (414,314 underlying)
MACKENZIE TIMOTHY JOHN
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2007-01-01+725.05→ 725.05 total(indirect: See Notes 4, 5)Exercise: $1.75From: 2007-01-01→ Common Stock (414,314 underlying)
WALFISH MARC JAY
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2007-01-01+725.05→ 725.05 total(indirect: See Notes 4, 5)Exercise: $1.75From: 2007-01-01→ Common Stock (414,314 underlying)
BLAIR WILLIAM & CO/IL
10% Owner
Transactions
- Award
Series A Convertible Preferred Stock
2007-01-01+725.05→ 725.05 total(indirect: See Notes 4, 5)Exercise: $1.75From: 2007-01-01→ Common Stock (414,314 underlying)
Footnotes (5)
- [F1]At any time and from time to time, holders of Series A Preferred Stock can convert such shares into shares of common stock of Clarion Technologies, Inc. by multiplying the number of shares to be converted by $1,000 and dividing that result by the conversion price then in effect, initially $1.75. The conversion price is subject to adjustment as a result of subdivisions or combinations of common stock, reorganizations, reclassifications, consolidations, mergers, sales of all or substantially all of Clarion Technologies, Inc.'s assets, or if Clarion Technologies, Inc., in certain circumstances, issues common stock at below fair market value prices. The holder of the Series A Preferred Stock may also convert accrued and unpaid dividends on such shares into a number of shares of common stock of Clarion Technologies, Inc. computed by dividing the amount of accrued and unpaid dividends by the conversion price then in effect.
- [F2]The Series A Preferred Stock is subject to mandatory redemption on June 30, 2007 and does not have an expiration date.
- [F3]Clarion Technologies, Inc. issued 725.05 shares of Series A Preferred Stock to William Blair Mezzanine Capital Fund III, L.P. as consideration for a loan made to Clarion Technologies, Inc.
- [F4]William Blair Mezzanine Capital Fund III, LP (the "Fund") owns the shares directly. William Blair Mezzanine Capital Partners III, L.L.C. ("Capital Partners") is the sole general partner of the Fund, and William Blair & Company, L.L.C. ("William Blair") and Wilblairco Associates ("Associates") are each members of the Fund. Timothy J. MacKenzie ("MacKenzie"), Terrance M. Shipp ("Shipp") and Marc J. Walfish ("Walfish") is each an Initial Managing Director of Capital Partners (Capital Partners, William Blair, Associates, MacKenzie, Shipp and Walfish are collectively referred to as the "Indirect Holders").
- [F5]The Indirect Holders may, pursuant to Rule 16-1(a)(2)(ii)(B), be deemed to beneficially own the Series A Preferred Stock or the common stock issuable upon conversion of the Series A Preferred Stock. Each Indirect Holder disclaims beneficial ownership of such Series A Preferred Stock and common stock, except to the extent of its or his pecuniary interest therein. Each of MacKenzie, Shipp and Walfish may attend board meetings of Clarion Technologies, Inc. as a non-voting observer.
Documents
Issuer
CLARION TECHNOLOGIES INC/DE/
CIK 0000835409
Entity typeother
Related Parties
1- filerCIK 0001212695
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 4:44 PM ET
- Size
- 17.3 KB