4//SEC Filing
'mktg, inc.' 4
Accession 0001405086-14-000267
CIK 0000886475operating
Filed
Aug 27, 8:00 PM ET
Accepted
Aug 28, 2:44 PM ET
Size
12.9 KB
Accession
0001405086-14-000267
Insider Transaction Report
Form 4
'mktg, inc.'CMKG
Alfond Reis L.
Director
Transactions
- Conversion
COMMON STOCK
2014-08-26+3,468,360→ 4,537,234 total(indirect: See footnote) - Conversion
Series D Convertible Participating Preferred Stock
2014-08-26−1,630,129→ 0 total(indirect: See footnote)Exp: 2015-12-15→ Common Stock (3,468,360 underlying) - Disposition to Issuer
COMMON STOCK
2014-08-27$2.80/sh−4,537,234$12,704,255→ 0 total(indirect: See footnote) - Disposition to Issuer
Warrant to Purchase Common Stock
2014-08-27$2.80/sh−2,095,200$5,864,465→ 0 total(indirect: See footnote)Exercise: $0.00Exp: 2015-12-15→ Common Stock (2,095,200 underlying)
Footnotes (6)
- [F1]UCC-mktg Investment, LLC ("UCC-Investment") converted 1,630,129 shares of Series D Convertible Participating Preferred Stock into Common Stock on August 26, 2014. The Series D Convertible Participating Preferred Stock was convertible into Common Stock at a conversion ratio of 1.00/.47.
- [F2]Represents securities directly owned by UCC-Investment. UCC-mktg Partners, LLC ("UCC-Partners") is the manager of UCC-Investment, and the reporting person is a member of both UCC-Partners and UCC-Investment. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- [F3]Disposed of upon consummation of the merger (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.
- [F4]The Series D Convertible Participating Preferred Stock is convertible at any time.
- [F5]The warrant is immediately exercisable.
- [F6]Pursuant to the Merger Agreement, such warrant was cancelled and converted into the right to receive an amount of 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
- Aug 27, 8:00 PM ET
- Accepted
- Aug 28, 2:44 PM ET
- Size
- 12.9 KB