SEC Form 4: Pearson David returned 144,146 units of Common Stock to the company, closing all direct ownership in the company (withholding tax)
$SYKE
EDP Services
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
SYKES ENTERPRISES INC [ SYKE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2021 | ||||||||||||||||||||||||||
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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 | 08/27/2021 | D(1) | 144,146(2) | D | $0 | 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 | ||||||||
| Explanation of Responses: |
| 1. Sykes Enterprises, Incorporated (the "Company") entered into an Agreement and Plan of Merger dated as of June 17, 2021 (the "Merger Agreement"), by and among the Company, Sitel Worldwide Corporation, a Delaware corporation ("Parent") and Florida Mergersub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). On August 27, 2021, Merger Sub merged with and into the Company, the separate corporate existence of Merger Sub ceased and the Company survived the merger as a direct wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, each share of Company common stock, restricted stock unit and performance stock unit that was outstanding as of the closing of the merger was converted into the right to receive an amount in cash equal to $54.00, without interest and is subject to any applicable withholding taxes and with respect to Stock Appreciation Rights ("SAR"), an amount equal to the difference between (a) $54.00, minus (b) the exercise price of such SAR. |
| 2. Represents (i) 72,233 shares of Common Stock, (ii) 10,516 restricted stock units, (iii) 33,583 performance stock units, (iv) 12,577 vested shares as part of the Executive Deferred Compensation Plan and (v) SARs representing 15,237 shares. In connection with the closing of the transactions contemplated by the Merger Agreement, each share of Common Stock held by the Reporting Person and each share of Common Stock underlying a restricted stock unit, performance stock unit or vested shares from the Deferred Executive Compensation Plan subject to time-based vesting that was outstanding as of the closing of the merger was converted into the right of the Reporting Person to receive a cash payment of $54.00, without interest and subject to any applicable withholding taxes. With respect to the SARs, an amount equal to the difference between (a) $54.00, minus (b) the exercise price of such SAR. |
| /s/ James T. Holder, attorney-in-fact for David Pearson | 08/30/2021 | |
| ** 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. | ||