Statement of Changes in Beneficial Ownership (4)
September 21 2020 - 5:15PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
GALLEGOS EARL |
2. Issuer Name and Ticker or Trading Symbol
Majesco
[
MJCO
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
|
|
(Last)
(First)
(Middle)
C/O MAJESCO, 412 MT. KEMBLE AVE., SUITE 110C |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/21/2020 |
|
(Street)
MORRISTOWN, NJ 07960
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 9/21/2020 | | D | | 80624 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 purchase) | $4.92 | 9/21/2020 | | D | | | 33333 | (2) | 6/29/2025 | Common stock | 33333 | (3) | 0 | D | |
| Stock option (right to purchase) | $5.24 | 9/21/2020 | | D | | | 33333 | (4) | 8/18/2026 | Common stock | 33333 | (3) | 0 | D | |
| Stock option (right to purchase) | $4.85 | 9/21/2020 | | D | | | 15000 | (5) | 7/26/2027 | Common stock | 15000 | (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposition pursuant to the Amended and Restated Agreement and Plan of Merger dated as of August 8, 2020 by and among Majesco, Magic Intermediate, LLC and Magic Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, on the effective date of the merger (September 21, 2020) (the "Effective Date"), each share of Issuer common stock was converted into the right to receive $16.00 in cash. |
| (2) | All 33,333 options are exercisable. |
| (3) | Disposition pursuant to the Merger Agreement. Pursuant to the Merger Agreement, on the Effective Date of the merger, each option to purchase shares of the Issuer's common stock, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (a) the excess of $16.00 over the exercise price of such option multiplied by (b) the number of shares of Issuer common stock subject to such option. |
| (4) | All 33,333 options are exercisable. |
| (5) | The options vest and become exercisable in equal installments on an annual basis over a four-year period commencing on July 26, 2017. Upon the Effective Date of the merger, the vesting of all unvested options was accelerated such that all unvested options became immediately exercisable. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GALLEGOS EARL
C/O MAJESCO
412 MT. KEMBLE AVE., SUITE 110C
MORRISTOWN, NJ 07960 | X |
|
|
|
Signatures
|
| /s/ Lori Stanley as Attorney-In-Fact For Earl Gallegos | | 9/21/2020 |
| **Signature of Reporting Person | Date |
Majesco (NASDAQ:MJCO)
Historical Stock Chart
From Apr 2024 to May 2024
Majesco (NASDAQ:MJCO)
Historical Stock Chart
From May 2023 to May 2024
