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 ADEPT TECHNOLOGY INC [ ADEP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/23/2015 | ||||||||||||||||||||||||||
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 | 10/23/2015(1) | D | 22,590 | D | $13 | 0 | D | |||
Common Stock | 10/23/2015(1) | D | 2,000 | D | $13 | 0 | I | by Trust I(2) | ||
Common Stock | 10/23/2015(1) | D | 2,000 | D | $13 | 0 | I | by Trust II(3) | ||
Common Stock | 10/23/2015(1) | D | 2,000 | D | $13 | 0 | I | by Trust III(4) |
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 Non-Qualified Stock Option (right to buy) | $2.8 | 10/23/2015(1) | D | 6,000 | 11/09/2012(5) | 11/09/2021 | Common Stock | 6,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $2.85 | 10/23/2015(1) | D | 3,000 | 12/06/2009(5) | 11/06/2019 | Common Stock | 3,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $3.02 | 10/23/2015(1) | D | 6,000 | 11/08/2013(5) | 11/09/2022 | Common Stock | 6,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $3.07 | 10/23/2015(1) | D | 3,000 | 11/05/2010(6) | 03/05/2020 | Common Stock | 3,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $3.73 | 10/23/2015(1) | D | 3,000 | 12/07/2008(5) | 11/07/2018 | Common Stock | 3,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $5.61 | 10/23/2015(1) | D | 6,000 | 11/04/2011(5) | 11/05/2020 | Common Stock | 6,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $6.25 | 10/23/2015 | D | 3,000 | 12/09/2007(5) | 11/09/2017 | Common Stock | 3,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $8 | 10/23/2015(1) | D | 2,000 | 12/03/2005(5) | 11/03/2015 | Common Stock | 2,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $8.66 | 10/23/2015(1) | D | 6,000 | 11/13/2015(5) | 11/13/2024 | Common Stock | 6,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $8.75 | 10/23/2015 | D | 3,000 | 12/14/2006(5) | 11/14/2016 | Common Stock | 3,000 | $13 | 0 | D | ||||
1 Non-Qualified Stock Option (right to buy) | $9.15 | 10/23/2015(1) | D | 6,000 | 11/20/2014(5) | 11/20/2023 | Common Stock | 6,000 | $13 | 0 | D |
Explanation of Responses: |
1. On September 16, 2015, the Issuer entered into an Agreement and Plan of Merger (the ?Merger Agreement?) with OMRON Corporation, a Japanese corporation (?Omron?), Omron Management Center of America, a Delaware corporation (?Parent?) and Hoffman Acquisition Corp. (?Merger Sub?), pursuant to which Merger Sub commenced a tender offer to acquire all shares of the Issuer?s common stock at a price per share of $13.00. On October 23, 2015, Merger Sub accepted all shares of Issuer?s common stock that were tendered and Merger Sub subsequently made a cash payment at a price of $13.00 per share in respect of all of the outstanding shares of the Issuer?s common stock that were tendered, as well as a cash payment in respect of all of the outstanding derivative securities that were cancelled and exchanged in connection with consummation of the merger at a price per share of $13.00 (less any exercise price, if applicable). The reporting person reports disposition of both shares of common stock and der |
2. Subject to Rule 16a-1(a)(2), shares of common stock purchased in trust for daughter, U/A dated September 22, 2010. |
3. Subject to Rule 16a-1(a)(2), shares of common stock purchased in trust for daughter, U/A dated September 22, 2010. |
4. Subject to Rule 16a-1(a)(2), shares of common stock purchased in trust for grandson, UCAUTMA. |
5. Pursuant to a March 5, 2010 adoption by the Issuer?s Board of Directors, the reporting person received an annual option grant for each year of service as a director, with vesting to occur in full on the date of the annual meeting of stockholders following the meeting at which the director is elected. In connection with the transactions contemplated by the Merger Agreement, all options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such share |
6. ) For the 2009-2010 service year only, each Eligible Director was granted a special one-time option to purchase 3,000 shares pursuant to the Amended 2004 Director Plan, which vested in full at the 2010 Annual Meeting of Stockholders. In connection with the transactions contemplated by the Merger Agreement, all options, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. |
Michael P. Kelly | 10/27/2015 | |
** 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. |