Belzer Kori converted options into 5,946 shares, increasing direct ownership by 818% to 6,673 units (SEC Form 4) (Amendment)
$SGRP
Business Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SPAR Group, Inc. [ SGRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/11/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $.01 par value(1)(5)(6) | 08/12/2022 | M | 5,946 | A | $0(2)(3)(4)(6) | 6,673 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units, Based on Common Stock $.01 Par Value(5) | $0(1)(3)(4)(5)(6) | 08/12/2022 | C | 8,287 | 08/12/2022(1)(6) | (2) | Common Stock, $.01 par value | 8,287 | $0(1)(3)(4)(5)(6) | 16,575(7)(8) | D | ||||
| Explanation of Responses: |
| 1. On August 12, 2021, the Reporting Person received an award for Restricted Stock Units (RSUs) for $45,000 of shares of SGRP's Common Stock having a value of its market price of $1.81 per share on the day awarded, which equals 24,862 shares of SGRP's Common Stock (the "2021 RSUs"). The 2021 RSUs are scheduled to vest and will be payable in cash or Common Stock (at the option of the Issuer) over a three (3) year period following the date of grant annually in three (3) annual installments of 8,287 each starting on the first anniversary of the 2021 RSU grant date, subject to certain conditions, but no exercise price or other payment for such shares is required. |
| 2. Not applicable. |
| 3. There was no conversion price to be paid. |
| 4. The 2021 RSUs were issued based on a value of $1.25 per share. See Footnote 1 above. |
| 5. For purposes of clarity, this amended Form 4/A restates, in its entirety, the original Form 4, filed on October 11, 2022 to report transactions occurring on August 12, 2022. This Amendment adds Table I and the information in it, all of which is new. Other than changes in the footnotes, no change is being made to the information shown in Table II. However, this Amendment adds the definition of 2021 RSUs to Footnote 1, amends and restates Footnote 4, and adds the new Footnotes 5, 6, 7 and 8. |
| 6. On August 12, 2022: having satisfied the applicable conditions (including the Reporting Person's continued employment by the Issuer at such time), 8,287 of the 2021 RSUs automatically vested and automatically converted and became payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares was required (other than tax withholdings); and the Issuer elected in a letter to issue Common Stock in satisfaction of the vesting of those 2021 RSUs, giving rise to the Reporting Person's right to receive such Common Stock. Although the Reporting Person was entitled to receive 8,287 shares of the Issuer's Common Stock upon such vesting, the Reporting Person elected to satisfy her tax withholding obligations by using a portion of those shares, and accordingly only 5,946 shares of the Issuer's Common Stock were issued to the Reporting Person under those vested 2021 RSUs. |
| 7. On August 12, 2022, 16,575 of the 2021 RSUs remain unvested. 8,287 2021 RSU shares will vest on each of the second and third anniversaries of the 2021 RSU grant date, subject to certain conditions. See Footnote 1 above. |
| 8. This "Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)" applies only to the remaining unvested 2021 RSU shares. It does not include any shares of the Issuer's Common Stock that the Reporting Person may acquire through her exercise of her outstanding options, which have been previously reported. |
| /s/ Kori G. Belzer | 06/07/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||