ARC Document Solutions Inc.
11/22/2024 | Press release | Distributed by Public on 11/22/2024 18:53
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
(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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $2.65 | 11/22/2024 | D(1) | 101,812 | (6) | (6) | Common Stock | 101,812 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $3.69 | 11/22/2024 | D(1) | 65,000 | (7) | (7) | Common Stock | 65,000 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $3.69 | 11/22/2024 | D(1) | 76,048 | (7) | (7) | Common Stock | 76,048 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $2.64 | 11/22/2024 | D(1) | 280,826 | (6) | (6) | Common Stock | 280,826 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $3.21 | 11/22/2024 | D(1) | 165,000 | (6) | (6) | Common Stock | 165,000 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $8.89 | 11/22/2024 | D(1) | 33,000 | (7) | (7) | Common Stock | 33,000 | (7) | 0 | D |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Avalos Jorge C/O ARC DOCUMENT SOLUTIONS, INC., 12657 ALCOSTA BLVD., SUITE 200 SAN RAMON, CA 94583 |
Chief Financial Officer |
Signatures
| /s/ Jorge Avalos | 11/22/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | On November 22, 2024, pursuant to the Agreement and Plan of Merger (as amended, the 'Merger Agreement') dated August 27, 2024, by and among ARC Document Solutions, Inc. (the 'Company') TechPrint Holdings, LLC ('Parent'), TechPrint Merger Sub, Inc. ('Merger Sub'), Merger Sub merged with and into the Company (the 'Merger'), with the Company surviving as the surviving corporation ('Surviving Corporation') in the Merger. |
| (2) | Represents shares of Company common stock ('Shares') disposed of to satisfy applicable tax liabilities on unvested restricted stock which, immediately prior to the effective time of the Merger ('Effective Time'), were cancelled and converted into the right to receive a number of Shares equal to the quotient of (i) the number of unvested Shares covered thereby multiplied by $3.40 (the 'Merger Consideration') in cash without interest thereon, less applicable taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole Share. |
| (3) | Represents Shares acquired by the Reporting Person, pursuant to the Merger Agreement, immediately prior to the Effective Time in exchange for cancelled and converted vested and unvested options reported herein. |
| (4) | Represents Shares disposed of to satisfy applicable tax liabilities, pursuant to the Merger Agreement, for the cancellation and conversion, immediately prior to the Effective Time, of vested and unvested options reported herein. |
| (5) | Under the Merger Agreement and Rollover Agreement, dated August 27, 2024 by and between Parent and the Company stockholders listed on Schedule A thereto (as amended, the 'Rollover Agreement'), immediately prior to the Effective Time, each of these Shares was exchanged for a common unit of Parent. |
| (6) | Under the Merger Agreement, immediately prior to the Effective Time, each of these options, whether vested or unvested, was cancelled and converted into the number of Shares equal to the quotient of (i) the product of (a) the amount by which the Merger Consideration exceeds the exercise price per share of such option and (b) the aggregate number of shares issuable upon exercise of such option, less applicable taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole share. |
| (7) | Under the Merger Agreement, each of these options, whether vested or unvested, was cancelled without the payment of consideration. |