Director Newberry Thomas L V returned 21,681 shares to the company, closing all direct ownership in the company (SEC Form 4)
$LGTY
Computer Software: Prepackaged Software
Technology
| 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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
LOGILITY SUPPLY CHAIN SOLUTIONS, INC [ LGTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 04/04/2025 | D | 21,681 | D | (1) | 0.00 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Stock Option | $28.93 | 04/04/2025 | D | 4,000 | (2) | 10/29/2027 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $22.99 | 04/04/2025 | D | 4,000 | (2) | 01/31/2027 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $22 | 04/04/2025 | D | 4,000 | (2) | 07/27/2027 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $20.69 | 04/04/2025 | D | 4,000 | (2) | 04/30/2027 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $19.21 | 04/04/2025 | D | 4,000 | (2) | 01/29/2026 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $17.88 | 04/04/2025 | D | 4,000 | (2) | 07/29/2028 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $17.13 | 04/04/2025 | D | 4,000 | (2) | 10/31/2028 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $17.1 | 04/04/2025 | D | 4,000 | (2) | 04/29/2029 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $16.46 | 04/04/2025 | D | 4,000 | (2) | 07/31/2026 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $15.21 | 04/04/2025 | D | 4,000 | (2) | 01/31/2029 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $14.68 | 04/04/2025 | D | 4,000 | (2) | 10/30/2026 | Common Stock | 4,000 | (2) | 0.00 | D | ||||
| Stock Option | $11.94 | 04/04/2025 | D | 4,000 | (3) | 04/28/2029 | Common Stock | 4,000 | (3) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. On April 4, 2025, pursuant to the Agreement and Plan of Merger, dated January 24, 2025 (the "Merger Agreement"), by and among Aptean, Inc. ("Parent"), Update Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and Logility Supply Chain Solutions, Inc. (the "Company"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock ("Common Stock") reported on this Form 4 was converted automatically into the right to receive $14.30 in cash, without interest. Also pursuant to the Merger Agreement, at the Effective Time, each outstanding Company restricted stock unit, whether vested or unvested, was cancelled and converted into the right to receive $14.30 in cash, without interest, subject to applicable tax withholding. |
| 2. At the Effective Time, each outstanding Company stock option which had a per share exercise price equal to or greater than $14.30 was cancelled for no consideration. |
| 3. At the Effective Time, each outstanding Company stock option which had a per share exercise price less than $14.30 was cancelled and converted into the right to receive an amount of cash equal to the product of (i) the total number of shares of Common Stock subject to such stock option multiplied by (ii) the excess of $14.30 over the applicable per share exercise price, subject to applicable tax withholding. |
| Remarks: |
| /s/ Nakesha Sewell via Power of Attorney | 04/04/2025 | |
| ** 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. | ||