Kikis Thomas 4
4 · COMMAND SECURITY CORP · Filed Feb 22, 2019
Insider Transaction Report
Form 4
Kikis Thomas
Director
Transactions
- Disposition to Issuer
Common Stock
2019-02-21$2.85/sh−85,000$242,250→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Options
2019-02-21−25,000→ 0 totalExercise: $1.80From: 2014-07-17Exp: 2024-07-16→ Common Stock (25,000 underlying) - Disposition to Issuer
Restricted Stock Units
2019-02-21$2.85/sh−25,000$71,250→ 0 total→ Common Stock (25,000 underlying) - Disposition to Issuer
Common Stock
2019-02-21$2.85/sh−58,032$165,391→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Options
2019-02-21−35,000→ 0 totalExercise: $1.42From: 2011-09-13Exp: 2021-09-12→ Common Stock (35,000 underlying) - Disposition to Issuer
Stock Options
2019-02-21−25,000→ 0 totalExercise: $1.61From: 2013-06-03Exp: 2023-06-02→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Options
2019-02-21−35,000→ 0 totalExercise: $2.40From: 2010-05-27Exp: 2020-05-26→ Common Stock (35,000 underlying) - Disposition to Issuer
Stock Options
2019-02-21−35,000→ 0 totalExercise: $1.28From: 2012-04-05Exp: 2022-04-04→ Common Stock (35,000 underlying) - Disposition to Issuer
Restricted Stock Units
2019-02-21$2.85/sh−25,000$71,250→ 0 total→ Common Stock (25,000 underlying) - Disposition to Issuer
Common Stock
2019-02-21$2.85/sh−588,293$1,676,635→ 0 total - Disposition to Issuer
Common Stock
2019-02-21$2.85/sh−155,000$441,750→ 0 total(indirect: See footnote)
Footnotes (9)
- [F1]Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") entered into on September 18, 2018 among Command Security Corporation (the "Issuer"), Prosegur SIS (USA) Inc., a Delaware corporation ("Parent"), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, upon the closing of the Merger on February 21, 2019, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) was canceled and automatically converted into the right to receive $2.85 in cash.
- [F2]These shares are held by the Reporting Person's wife. The Reporting Person has discretion to vote and dispose of shares of the Issuer held by his wife.
- [F3]These shares are held by the Reporting Person's children. The Reporting Person has discretion to vote and dispose of shares of the Issuer held by his children.
- [F4]These shares are held by the Kikis Family Foundation, over which the Reporting Person has discretionary investment authority.
- [F5]Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase shares under the Issuer's stock plans, vested or unvested, was canceled and the holders of the options became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of shares subject to the option, whether vested or unvested, immediately prior to the effective time multiplied by (ii) the excess, if any, of (1) the merger consideration ($2.85) over (2) the exercise price per share of the stock option. Any outstanding stock option that had an exercise price per share equal to or in excess of $2.85 was canceled at the effective time of the Merger for no consideration.
- [F6]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, exempt under Rule 16b-3(d)(1) and (3).
- [F7]Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding RSU granted under the Issuer's stock plans, whether vested or unvested, by virtue of the Merger, was canceled and the holder became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of such RSUs, whether vested or unvested, immediately prior to the effective time multiplied by (ii) $2.85.
- [F8]This award was granted on 09/14/2017 and was scheduled to vest in 36 equal monthly installments with a vesting commencement date of July 21, 2017, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer.
- [F9]This award was granted on 08/29/2018 and was scheduled to vest in 36 equal monthly installments, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer.