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 COURIER Corp [ CRRC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/08/2015 | ||||||||||||||||||||||||||
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 | 06/08/2015 | D | 37,028 | D | (1) | 0 | D | |||
Common stock | 06/08/2015 | D | 27,580 | D | (2) | 0 | D | |||
Common stock | 06/08/2015 | D | 3,627 | D | (1) | 0 | I | By ESOP | ||
Common stock | 06/08/2015 | D | 2,736 | D | (2) | 0 | I | By ESOP | ||
Common stock | 06/08/2015 | D | 15,799 | D | $23(3) | 0 | D |
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 | ||||||||
Option (right to buy) | $14.37 | 06/08/2015 | D | 13,837 | 09/17/2013(4) | 09/17/2015 | Common stock | 13,837 | $0 | 0 | D | ||||
Option (right to buy) | $7.4 | 06/08/2015 | D | 8,222 | 09/16/2014(4) | 09/16/2016 | Common stock | 8,222 | $0 | 0 | D | ||||
Option (right to buy) | $11.01 | 06/08/2015 | D | 5,738 | 11/23/2015(4) | 11/23/2022 | Common stock | 5,738 | $0 | 0 | D | ||||
Option (right to buy) | $17.56 | 06/08/2015 | D | 2,256 | 11/22/2016(4) | 11/22/2023 | Common stock | 2,256 | $0 | 0 | D | ||||
Option (right to buy) | $13.44 | 06/08/2015 | D | 3,254 | 11/21/2017(4) | 11/21/2024 | Common stock | 3,254 | $0 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 5, 2015, by and among R. R. Donnelley, Raven Solutions, Inc., Raven Ventures LLC, and Courier Corporation. The Merger Agreement provided that each Courier common share would be converted into the right to receive either $23.00 in cash without interest or 1.3756 shares of R. R. Donnelley common stock subject to proration so that a total of 8,000,000 shares of R.R. Donnelley common stock will be issued in the merger. The reporting person converted 40,655 Courier shares into 55,925 R.R. Donnelley shares and cash in lieu of any fractional shares of R. R. Donnelley common stock. |
2. Disposed of pursuant to the Merger Agreement which provided that each Courier common share would be converted into the right to receive either $23.00 in cash without interest or 1.3756 shares of R. R. Donnelley common stock. The reporting person converted 30,316 Courier shares into cash. |
3. These restricted stock awards were cancelled at the effective time of the merger (the "Merger") pursuant to the Merger Agreement, in exchange for an aggregate cash payment equal to the number of shares of Courier's common stock underlying such restricted stock awards multiplied by the per share purchase price of $23.00. |
4. Represents options to purchase Courier common stock that were subject to vesting over time but were cancelled in the Merger in exchange for a cash payment in the amount by which the per share purchase price of $23.00 exceeded the exercise price of the option as of the effective time of the Merger multiplied by the number of shares underlying such option. |
s/Peter M. Folger | 06/10/2015 | |
** 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. |