Statement of Changes in Beneficial Ownership (4)
December 21 2020 - 5:24PM
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
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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
*
BRYANT JOHN F. |
2. Issuer Name and Ticker or Trading Symbol
PERCEPTRON INC/MI
[
PRCP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2100 THIRD AVENUE NORTH, SUITE 600, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/21/2020 |
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(Street)
BIRMINGHAM, AL 35203
(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)
___ Form filed by One Reporting Person
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X
_ 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, $0.01 par value | 12/21/2020 (1) | | D | | 34086 | D | $7.00 | 0 | I | See footnote (2) |
| Common Stock, $0.01 par value | 12/21/2020 (1) | | D | | 987091 | D | $7.00 | 0 | I | See footnote (3) |
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 |
| Director Stock Option (Right to Buy) | $6.46 | 12/21/2020 (4) | | D | | | 8000 | (5) | (6) | Common Stock, $0.01 par value | 8000 | (5) | 0 | I | See footnote (7) |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Atlas Copco North America and Odyssey Acquisition Corp. for $7.00 per share in cash on the effective date of the merger. |
| (2) | John F. Bryant ("Mr. Bryant") received these shares in lieu of a portion of his annual Board Compensation pursuant to the Directors Stock Purchase Rights under the 2004 Stock Incentive Plan, an exempt plan. These shares were assigned to Harbert Fund Advisors, Inc. ("HFA"), and are held in an affiliated brokerage account for the benefit of the investors of the Fund. |
| (3) | These shares are held by Harbert Discovery Fund, LP (the "Fund") and may be deemed to be beneficially owned by (i) Harbert Discovery Fund GP, LLC (the "Fund GP"), the general partner of the Fund, (ii) HFA, the investment adviser to the Fund, (iii) Harbert Management Corporation ("HMC"), the managing member of the Fund GP, (iv) Mr. Bryant, a Senior Advisor of the Fund, and a Vice President and Senior Managing Director of HMC, (v) Kenan Lucas, the Managing Director and Portfolio Manager of the Fund GP and (v) Raymond Harbert, the controlling shareholder, Chairman and Chief Executive Officer of HMC. Mr. Bryant resigned as Director of the Issuer upon the effective date of the merger. |
| (4) | These options were disposed of pursuant to the Merger Agreement on the effective date of the merger. |
| (5) | One-third of the options vested and were exercisable beginning on September 1, 2017, one-third of the options vested and were exercisable beginning on September 1, 2018, and the final one-third of the options vested and were exercisable beginning on September 1, 2019. These options were 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 options multiplied by (ii) the number of shares subject to such stock options. |
| (6) | The options were exercisable for a period of ten years from September 1, 2016, the date of the initial grant, unless earlier terminated due to the termination of the Mr. Bryant's service as a director of the Issuer. |
| (7) | Mr. Bryant was granted an option to purchase 8,000 shares of Common Stock under the Issuer's 2004 Stock Incentive Plan. These options were assigned to HFA and are held in an affiliated brokerage account for the benefit of the investors of the Fund. |
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BRYANT JOHN F.
2100 THIRD AVENUE NORTH, SUITE 600
BIRMINGHAM, AL 35203 | X | X |
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Harbert Discovery Fund, LP
2100 THIRD AVENUE NORTH, SUITE 600
BIRMINGHAM, AL 35203 |
| X |
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HARBERT DISCOVERY FUND GP, LLC
2100 THIRD AVENUE NORTH, SUITE 600
BIRMINGHAM, AL 35203 |
| X |
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HARBERT FUND ADVISORS, INC.
2100 THIRD AVENUE NORTH, SUITE 600
BIRMINGHAM, AL 35203 |
| X |
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HARBERT MANAGEMENT CORP
2100 THIRD AVENUE NORTH, SUITE 600
BIRMINGHAM, AL 35203 |
| X |
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LUCAS KENAN
2100 THIRD AVENUE NORTH, SUITE 600
BIRMINGHAM, AL 35203 |
| X |
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HARBERT RAYMOND J
2100 THIRD AVENUE NORTH
SUITE 600
BIRMINGHAM, AL 35203 |
| X |
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Signatures
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| /s/ John F. Bryant | | 12/21/2020 |
| **Signature of Reporting Person | Date |
| Harbert Discovery Fund, LP, By: Harbert Discovery Fund GP, LLC, its General Partner, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel | | 12/21/2020 |
| **Signature of Reporting Person | Date |
| Harbert Discovery Fund GP, LLC, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel | | 12/21/2020 |
| **Signature of Reporting Person | Date |
| Harbert Fund Advisors, Inc., By: /s/ John McCullough, Executive Vice President and General Counsel | | 12/21/2020 |
| **Signature of Reporting Person | Date |
| Harbert Management Corporation, By: /s/ John McCullough, Executive Vice President and General Counsel | | 12/21/2020 |
| **Signature of Reporting Person | Date |
| /s/ Kenan Lucas | | 12/21/2020 |
| **Signature of Reporting Person | Date |
| /s/ Raymond Harbert | | 12/21/2020 |
| **Signature of Reporting Person | Date |
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