Chairman and CEO Suriyakumar Kumarakulasingam covered exercise/tax liability with 493,420 shares, acquired 450,000 shares and disposed of 4,510,995 shares, closing all direct ownership in the company (SEC Form 4)
$ARC
Professional 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
ARC DOCUMENT SOLUTIONS, INC. [ ARC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 11/22/2024 | F(1) | 55,000(2) | D | $0 | 1,767,244 | D | |||
| Common Stock | 11/22/2024 | J(1) | 200,000(3) | A | (3) | 1,967,244 | D | |||
| Common Stock | 11/22/2024 | F(1) | 194,706(4) | D | $0 | 1,772,538 | D | |||
| Common Stock | 11/22/2024 | J(1) | 250,000(3) | A | (3) | 2,022,538 | D | |||
| Common Stock | 11/22/2024 | F(1) | 243,714(4) | D | $0 | 1,778,824 | D | |||
| Common Stock | 11/22/2024 | J(1) | 1,778,824(5) | D | (5) | 0 | D | |||
| Common Stock | 11/22/2024 | J(1) | 1,732,171(5) | D | (5) | 0 | I | By Suriyakumar Family Trust(6) | ||
| Common Stock | 11/22/2024 | J(1) | 500,000(5) | D | (5) | 0 | I | Shiyulli Suriyakumar 2013 Irrevocable Trust(7) | ||
| Common Stock | 11/22/2024 | J(1) | 500,000(5) | D | (5) | 0 | I | Seiyonne Suriyakumar 2013 Irrevocable Trust(8) | ||
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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 | ||||||||
| Option (right to buy) | $3.2 | 11/22/2024 | D(1) | 200,000 | (9) | (9) | Common Stock | 200,000 | (9) | 0 | D | ||||
| Option (right to buy) | $3.21 | 11/22/2024 | D(1) | 250,000 | (9) | (9) | Common Stock | 250,000 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. Shares are held by The Suriyakumar Revocable Family Trust dated March 20, 1999, Kumarakulasingam Suriyakumar and Rushika A. Suriyakumar as Trustees. |
| 7. Shares are held by the Shiyulli Suriyakumar 2013 Irrevocable Trust, Shiyulli Suriyakumar, as Trustee. |
| 8. Shares are held by the Seiyonne Suriyakumar 2013 Irrevocable Trust, Seiyonne Suriyakumar, as Trustee. |
| 9. 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. |
| Remarks: |
| /s/ Jorge Avalos, Attorney-in-Fact | 11/22/2024 | |
| ** 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. | ||