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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LIONBRIDGE TECHNOLOGIES INC /DE/ [ LIOX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/04/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 01/04/2017 | S | 4,344 | D | $5.775 | 6,854,423(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/04/2017 | S | 17,720 | D | $5.7828 | 6,836,703(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/05/2017 | S | 741 | D | $5.77 | 6,835,962(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/05/2017 | S | 19,594 | D | $5.725 | 6,816,368(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/05/2017 | S | 974 | D | $5.7941 | 6,815,394(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/05/2017 | S | 12,961 | D | $5.7898 | 6,802,433(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/05/2017 | S | 4,872,673 | D | $5.7014 | 1,929,760(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/06/2017 | S | 16,010 | D | $5.71 | 1,913,750(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/06/2017 | S | 4,175 | D | $5.7401 | 1,909,575(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) | ||
Common Stock | 01/06/2017 | S | 1,235,646 | D | $5.7116 | 673,929(1)(2) | I(1)(2)(3) | See Footnotes(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (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 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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Of the total securities reported in this Form 4, following the reported transactions Glenn J. Krevlin directly owns 201,854 shares and Glenhill Long Fund, LP directly owns 472,075 shares of the Issuer, and each of Glenhill Capital Overseas Master Fund, LP and Glenhill Concentrated Long Master Fund, LLC owns no shares of the Issuer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
2. The securities reported in this Form 4 do not include shares that were held in third party accounts for the benefit of third parties, which were managed by one or more of the Reporting Persons and for which such Reporting Persons had investment power and received management fees and performance-related fees (the "Managed Accounts"). Pursuant to Rule 16a-1(a)(1)-(2) of the Securities Exchange Act of 1934, as amended, the Reporting Persons were not the beneficial owner (and disclaim beneficial ownership) of such securities and had no pecuniary interest therein. On the date of this filing, there are no shares of common stock of the issuer held in such Managed Accounts. |
3. Mr. Krevlin is managing member and control person of Glenhill Advisors, LLC, and is sole shareholder of Krevlin Management, Inc., which is managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP, Glenhill Concentrated Long Master Fund, LLC, and Glenhill Long Fund, LP, which (with Mr. Krevlin) collectively own the reported securities (see Footnote 1). Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC, which is the managing member of Glenhill Concentrated Long Master Fund, LLC and Glenhill Long GP, LLC, and is sole shareholder of Glenhill Capital Overseas GP, Ltd., which is the general partner of Glenhill Capital Overseas Master Fund, LP. Glenhill Long GP, LLC is the general partner of Glenhill Long Fund LP. |
Remarks: |
/s/ Glenn J. Krevlin | 01/13/2017 | |
/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC | 01/13/2017 | |
/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC, Managing Member, Glenhill Capital Management, LLC | 01/13/2017 | |
/s/ Glenn J. Krevlin, President, Krevlin Managment, Inc, Managing Member, Glenhill Capital Advisors, LLC | 01/13/2017 | |
** 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. | ||
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 Number. |