Miller Carleton M covered exercise/tax liability with 30,006 shares, decreasing direct ownership by 12% to 210,079 units (SEC Form 4)
$VISL
Telecommunications Equipment
Telecommunications
| 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
Vislink Technologies, Inc. [ VISL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/19/2023 | ||||||||||||||||||||||||||
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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 | 12/19/2023 | F | 30,006(1) | D | $4.59 | 210,079(2) | 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 | ||||||||
| Option to Purchase (Performance-Vested) | $34.2 | 12/21/2023 | D(3) | 12,500 | (4) | 01/22/2030 | Common Stock | 12,500 | $0 | 0 | D | ||||
| Option to Purchase (Time-Vested) | $34.2 | 12/21/2023 | D(3) | 17,961 | (5) | 01/22/2030 | Common Stock | 17,961 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the issuance of 30,006 shares of Common Stock, net of shares witheld to pay taxes, upon vesting and delivery to the Reporting Person of the time-based tranche of 14,970 restricted stock units awarded in March 2021 and 23,673 restricted stock units awarded in February 2022. |
| 2. Includes 38,643 shares of Common Stock that have vested pursuant to previously issued restricted stock units; also includes an additional 82,124 shares of Common Stock issuable pursuant to restricted stock units that will potentially vest by December 1, 2026. All such vested and unvested shares were previously reported on a Form 4 at the time of grant. |
| 3. On December 21, 2023, the Reporting Person voluntarily agreed to relinquish a previously issued option to purchase 30,461 shares of Common Stock granted to the Reporting Person on January 22, 2020, which includes 12,500 Performance-Vested Options and 17,961 Time-Vested Options. |
| 4. The Performance-Vested Option would have vested in three equal tranches of 500,000 shares upon the Issuer's attainment, on or before the fifth anniversary of the award date, of specified cumulative EBITDA performance conditions in the Option Agreement dated as of January 22, 2020, subject in each case to the Reporting Person's continued employment by the Issuer on the applicable vesting date. None of these options have vested. |
| 5. The Time-Vested Option would have become exercisable in full by January 22, 2024. |
| /s/ Ira Kotel, attorney-in-fact | 12/21/2023 | |
| ** 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. | ||