Statement of Changes in Beneficial Ownership (4)
December 21 2020 - 12:22PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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3235-0287
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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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1. Name and Address of Reporting Person
*
Van Valkenburg Richard |
2. Issuer Name and Ticker or Trading Symbol
PERCEPTRON INC/MI
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PRCP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
V.P Global Sales & Marketing |
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(Last)
(First)
(Middle)
47827 HALYARD DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/21/2020 |
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(Street)
PLYMOUTH, MI 48170
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/21/2020 (1) | | D | | 19007.00 (2) | D | $7.00 | 19007.00 | D | |
| Common Stock | 12/21/2020 (3) | | A | | 6557.00 | A | $0.00 | 6557.00 | D | |
| Common Stock | 12/21/2020 (3) | | D | | 6557.00 | D | $7.00 | 0.00 | D | |
| Common Stock | 12/21/2020 (1) | | D | | 25000.00 | D | $7.00 | 0.00 | I (4) | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Employee Stock Option (right to buy) | $10.55 | 12/21/2020 | | D | | | 1000.00 | (5) | 9/3/2023 | Common Stock | 1000.00 | (5) | 0.00 | D | |
| Employee Stock Option (right to buy) | $6.72 | 12/21/2020 | | D | | | 20000.00 | (6) | 1/3/2027 | Common Stock | 20000.00 | (6) | 0.00 | D | |
| Employee Stock Option (right to buy) | $5.70 | 12/21/2020 | | D | | | 375.00 | (7) | 9/4/2022 | Common Stock | 375.00 | (7) | 0.00 | D | |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Atlas Copco North America LLC and Odyssey Acquisition Corp. for $7.00 per share in cash on the effective date of the merger. |
| (2) | Includes 1,156 shares acquired under the Company's Employee Stock Purchase Plan since the reporting person's last report was filed. |
| (3) | Performance share unit awards that were granted in 2018 and 2019. Pursuant to the Merger Agreement, the performance share unit awards were accelerated and deemed earned at target for each performance period. |
| (4) | The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (5) | This option, which provided for vesting in four equal annual installments beginning September 3, 2014, was cancelled pursuant to the Merger Agreement without payment of any consideration because the exercise price was greater than the $7.00 per share merger consideration. |
| (6) | This option, which provided for vesting in three equal annual installments beginning January 3, 2018, was cancelled pursuant to the Merger Agreement and converted into the right to receive an amount in cash equal to (i) the difference between the $7.00 per share merger consideration and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option. |
| (7) | This option, which provided for vesting in four equal annual installments beginning September 4, 2013, was cancelled pursuant to the Merger Agreement and converted into the right to receive an amount in cash equal to (i) the difference between the $7.00 per share merger consideration and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Van Valkenburg Richard
47827 HALYARD DRIVE
PLYMOUTH, MI 48170 |
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| V.P Global Sales & Marketing |
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Signatures
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| /s/Bill Roeschlein on behalf of Richard Van Valkenburg | | 12/21/2020 |
| **Signature of Reporting Person | Date |
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