Sierra Monitor (SRMC) Form 4 SIERRA MONITOR / Tamara S Allen ownership change

SEC Form 4

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^*

Allen Tamara S

(Last) (First) (Middle)

1991 TAROB CT

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SIERRA MONITOR CORP /CA/ [ SRMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	05/20/2019		F		42,566(1)	A	$0	113,306	D
COMMON STOCK	05/20/2019		D		113,306(2)	D	$3.25	0	D
COMMON STOCK	05/20/2019		D		3,750(3)	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. The shares were acquired upon the cashless exercise of a stock option.

2. Shares of Issuer common stock were cancelled and disposed at the effective time of the merger of Gateway Merger Sub, Inc. ("Merger Sub"), an indirect, wholly owned subsidiary of MSA Safety Incorporated ("MSA"), with and into the Issuer, pursuant to that certain Agreement and Plan of Merger dated March 28, 2019, among the Issuer, MSA and Merger Sub as a result of which Issuer (the "Merger") became an indirect wholly owned subsidiary of MSA, in exchange for a cash payment of $3.25 per share.

3. Each award of shares granted under SMC's 2006 Equity Incentive Plan or SMC's 2016 Equity Incentive Plan that is subject to time-based, performance or other vesting conditions that is outstanding immediately before the effective time of the Merger (each, a "Restricted Stock Award") will be assumed by MSA and converted into an award of shares of MSA common stock subject to the same terms and conditions as applied to the Restricted Stock Award immediately before the effective time of the Merger, including the vesting schedule and conditions and any accelerated vesting provisions.

	/s/ Tamara Allen	05/23/2019
	** 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.
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