SEC Form 4: Zemba Douglas D. returned 48,637 shares to the company, covered exercise/tax liability with 13,067 shares and was granted 3,511 shares, closing all direct ownership in the company (for withholding tax)
$XONE
Industrial Machinery/Components
Capital Goods
| 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
ExOne Co [ XONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2021 | ||||||||||||||||||||||||||
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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, par value $0.01 | 11/12/2021 | D | 30,974 | D | (1) | 27,219 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | F(2) | 8,504 | D | $26.7 | 18,715 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | D | 11,496 | D | (3) | 7,219 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | F(2) | 3,070 | D | $26.7 | 4,149 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | D | 4,149 | D | (3) | 0 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | A(4) | 3,511 | A | $0.00 | 3,511 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | F(5) | 1,493 | D | $26.7 | 2,018 | D | |||
| Common Stock, par value $0.01 | 11/12/2021 | D | 2,018 | D | (4) | 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 | ||||||||
| Stock Option (right to buy) | $18 | 11/12/2021 | D | 6,667 | (6) | 02/07/2023 | Common Stock | 6,667 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $10.1 | 11/12/2021 | D | 12,000 | (6) | 02/10/2027 | Common Stock | 12,000 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $7.91 | 11/12/2021 | D | 25,000 | (6) | 02/10/2027 | Common Stock | 25,000 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $7.11 | 11/12/2021 | D | 25,000 | (6) | 08/12/2024 | Common Stock | 25,000 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. On November 12, 2021, Desktop Metal, Inc., a Delaware corporation ("Desktop Metal"), acquired The ExOne Company, a Delaware corporation ("ExOne") pursuant to that certain Agreement and Plan of Merger, dated August 11, 2021, by and among ExOne, Desktop Metal, Texas Merger Sub I, Inc., a wholly owned subsidiary of Desktop Metal, and Texas Merger Sub II, LLC, a wholly owned subsidiary of Desktop Metal (the "Merger Agreement"). The acquisition is more fully described in ExOne's definitive proxy statement filed with the Securities and Exchange Commission on October 8, 2021. In accordance with the terms of the Merger Agreement, each share of ExOne's common stock (the "ExOne Shares") was exchanged for 2.1416 shares (the "Exchange Ratio") of Desktop Metal Class A common stock ("DM Common Stock") plus $8.50 in cash (together, the "Merger Consideration"). Each transaction reported in this Form 4 is an exempt transaction. |
| 2. Withholding and disposition for taxes on restricted stock. |
| 3. Each award of restricted shares of ExOne subject to the ExOne Change of Control Severance Plan ("ExOne COC RSAs") vested and were cancelled and the holder of such ExOne COC RSA received the Merger Consideration. |
| 4. Each award granted under the 2021 Executive Stock Performance Program was converted into ExOne Shares (the "ESPP Award"), with the shares subject to such ESPP Award becoming vested and such vested shares were cancelled and the holder received the Merger Consideration. |
| 5. Withholding and disposition of shares for taxes on ESPP Awards. |
| 6. Each outstanding vested option to purchase ExOne Shares was cancelled and the holder thereof became entitled to receive the excess of the Merger Consideration over the aggregate exercise price of such ExOne vested option, so long as such ExOne vested option's exercise price was less than the Merger Consideration, less applicable tax withholdings. |
| Remarks: |
| Chief Financial Officer and Treasurer |
| /s/ Douglas D. Zemba | 11/12/2021 | |
| ** 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. | ||