SEC Form 4: Naughton Michael Damien returned $953,810 worth of shares to the company (635,873 units at $1.50), closing all direct ownership in the company
$SREV
Retail: Computer Software & Peripheral Equipment
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 |
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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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONCENTRIX SERVICESOURCE INC. [ SREV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/20/2022 | ||||||||||||||||||||||||||
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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 | 07/20/2022 | D | 635,873(1) | D | $1.5(2)(3) | 0 | 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 | $0.92 | 07/20/2022 | D | 50,000 | (4)(5) | 09/01/2029 | Common Stock | 50,000 | $0.58 | 0 | D | ||||
| Explanation of Responses: |
| 1. This amount includes 429,166 restricted stock units of ServiceSource subject to time-based vesting (each an "RSU"). |
| 2. On July 20, 2022, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 6, 2022, by and among ServiceSource International, Inc. ("ServiceSource"), Concentrix Corporation ("Parent"), and Concentrix Merger Sub Inc., a direct, wholly-owned subsidiary of Parent ("Acquisition Sub"), Acquisition Sub merged with and into ServiceSource, with ServiceSource surviving as a wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, and by virtue of the Merger, each issued and outstanding share of ServiceSource common stock, par value $0.0001 per share, was converted into the right to receive $1.50 in cash, without interest (the "Merger Consideration"). |
| 3. (Continued from Footnote 2) Pursuant to the Merger Agreement each RSU that was outstanding immediately prior to the effective time of the Merger was automatically assumed by Parent and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of ServiceSource common stock underlying such RSU multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to such RSU which amount shall be payable at the same time as under the terms and conditions of the RSUs. |
| 4. The shares subject to the option were scheduled to vest in three equal annual installments beginning on September 1, 2020. |
| 5. Pursuant to the Merger Agreement each outstanding option to purchase ServiceSource common stock (each a "Company Option") that was outstanding immediately prior to the effective time of the Merger automatically vested (if unvested) and was cancelled and, if the exercise price per share of the ServiceSource common stock was less than the Merger Consideration, was converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such Company Option multiplied by (ii) the total number of shares of ServiceSource common stock underlying such Company Option. |
| /s/ Megan Fine, by power of attorney | 07/20/2022 | |
| ** 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. | ||