4//SEC Filing
Suriyakumar Kumarakulasingam 4
Accession 0001305168-24-000088
CIK 0001305168other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 7:51 PM ET
Size
24.0 KB
Accession
0001305168-24-000088
Insider Transaction Report
Form 4
Suriyakumar Kumarakulasingam
DirectorChairman, President and CEO10% Owner
Transactions
- Disposition to Issuer
Option (right to buy)
2024-11-22−250,000→ 0 totalExercise: $3.21→ Common Stock (250,000 underlying) - Tax Payment
Common Stock
2024-11-22−55,000→ 1,767,244 total - Tax Payment
Common Stock
2024-11-22−194,706→ 1,772,538 total - Other
Common Stock
2024-11-22+250,000→ 2,022,538 total - Other
Common Stock
2024-11-22−500,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Option (right to buy)
2024-11-22−200,000→ 0 totalExercise: $3.20→ Common Stock (200,000 underlying) - Other
Common Stock
2024-11-22+200,000→ 1,967,244 total - Tax Payment
Common Stock
2024-11-22−243,714→ 1,778,824 total - Other
Common Stock
2024-11-22−1,778,824→ 0 total - Other
Common Stock
2024-11-22−1,732,171→ 0 total(indirect: By Trust) - Other
Common Stock
2024-11-22−500,000→ 0 total(indirect: By Trust)
Footnotes (9)
- [F1]On November 22, 2024, pursuant to the Agreement and Plan of Merger (as amended, the 'Merger Agreement') dated August 27, 2024, by and among ARC Document Solutions, Inc. (the 'Company') TechPrint Holdings, LLC ('Parent'), TechPrint Merger Sub, Inc. ('Merger Sub'), Merger Sub merged with and into the Company (the 'Merger'), with the Company surviving as the surviving corporation ('Surviving Corporation') in the Merger.
- [F2]Represents shares of Company common stock ('Shares') disposed of to satisfy applicable tax liabilities on unvested restricted stock which, immediately prior to the effective time of the Merger ('Effective Time'), were cancelled and converted into the right to receive a number of Shares equal to the quotient of (i) the number of unvested Shares covered thereby multiplied by $3.40 (the 'Merger Consideration') in cash without interest thereon, less applicable taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole Share.
- [F3]Represents Shares acquired by the Reporting Person, pursuant to the Merger Agreement, immediately prior to the Effective Time in exchange for cancelled and converted vested and unvested options reported herein.
- [F4]Represents Shares disposed of to satisfy applicable tax liabilities, pursuant to the Merger Agreement, for the cancellation and conversion, immediately prior to the Effective Time, of vested and unvested options reported herein.
- [F5]Under the Merger Agreement and Rollover Agreement, dated August 27, 2024 by and between Parent and the Company stockholders listed on Schedule A thereto (as amended, the 'Rollover Agreement'), immediately prior to the Effective Time, each of these Shares was exchanged for a common unit of Parent.
- [F6]Shares are held by The Suriyakumar Revocable Family Trust dated March 20, 1999, Kumarakulasingam Suriyakumar and Rushika A. Suriyakumar as Trustees.
- [F7]Shares are held by the Shiyulli Suriyakumar 2013 Irrevocable Trust, Shiyulli Suriyakumar, as Trustee.
- [F8]Shares are held by the Seiyonne Suriyakumar 2013 Irrevocable Trust, Seiyonne Suriyakumar, as Trustee.
- [F9]Under the Merger Agreement, immediately prior to the Effective Time, each of these options, whether vested or unvested, was cancelled and converted into the number of Shares equal to the quotient of (i) the product of (a) the amount by which the Merger Consideration exceeds the exercise price per share of such option and (b) the aggregate number of shares issuable upon exercise of such option, less applicable taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole share.
Documents
Issuer
ARC DOCUMENT SOLUTIONS, INC.
CIK 0001305168
Entity typeother
Related Parties
1- filerCIK 0001315130
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 7:51 PM ET
- Size
- 24.0 KB