SEC Form 4: Perneau Linda closing all direct ownership in the company
$VOLT
Diversified Commercial 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
VOLT INFORMATION SCIENCES, INC. [ VOLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/22/2022 | ||||||||||||||||||||||||||
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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 | 04/22/2022 | U | 402,365 | D | (1) | 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 | ||||||||
| Performance Unit | $0.0(2) | 04/25/2022 | A | 29,055 | (3) | (3) | Common Stock | 29,055 | $0 | 0 | D | ||||
| Performance Unit | $0.0(4) | 04/25/2022 | D | 29,055 | (4) | (4) | Common Stock | 29,055 | $0 | 0 | D | ||||
| Performance Unit | $0.0(2) | 04/25/2022 | A | 250,597 | (5) | (5) | Common Stock | 250,597 | $0 | 0 | D | ||||
| Performance Unit | $0.0(4) | 04/25/2022 | D | 250,597 | (4) | (4) | Common Stock | 250,597 | $0 | 0 | D | ||||
| Restricted Stock Unit | $0.0(6) | 04/25/2022 | D | 501,085 | (6) | (6) | Common Stock | 501,085 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $4.1(7) | 04/25/2022 | D | 133,181 | (7) | 03/01/2028 | Common Stock | 133,181 | $1.9 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 12, 2022 (the "Merger Agreement"), by and among Vega Consulting, Inc., a Delaware corporation ("Parent"), Vega MergerCo, Inc., a New York corporation and wholly owned subsidiary of Parent, and Volt Information Sciences, Inc., a New York corporation (the "Company"), in exchange for $6.00 per share upon the consummation of the transactions contemplated by the Merger Agreement (the "Merger") or in the related preceding tender offer (the "Tender Offer") at the same price. The Tender Offer expired on April 22, 2022, and the Merger closed on April 25, 2022. |
| 2. Performance units convert into common stock on a one-for-one basis. |
| 3. On June 14, 2019, the reporting person was granted 149,769 performance stock units. The performance units were eligible to vest 1/3 in each of the three years following the grant date based on the Company's achievement of certain financial performance goals measured over the applicable fiscal year performance period. At the maximum level of achievement, up to 150% of the units granted were eligible to vest. |
| 4. Upon consummation of the Merger, these performance units were deemed to be earned and each was cancelled in exchange for a cash payment equal to $6.00. |
| 5. On June 15, 2021, the reporting person was granted 214,797 performance stock units. The performance units were eligible to vest 1/3 in each of the three years following the grant date based on the Company's achievement of certain financial performance goals measured over the applicable fiscal year performance period. At the maximum level of achievement, up to 150% of the units granted were eligible to vest. |
| 6. Upon consummation of the Merger, each time-based restricted stock unit was cancelled in exchange for a cash payment equal to $6.00. |
| 7. Upon consummation of the Merger, each such option was cancelled in exchange for a cash payment equal to the difference between $6.00 and the exercise price of the option. |
| Remarks: |
| /s/ Nancy T. Avedissian, Attorney-in-Fact | 04/26/2022 | |
| ** 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. | ||