| 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 |
| |||||||||||||||
| 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 SPAN AMERICA MEDICAL SYSTEMS INC [ SPAN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 06/15/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 06/15/2017 | U | 20,641(1) | D | $29 | 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 | ||||||||
| Stock option | $9.34 | 06/16/2017 | D(2) | 2,000 | 07/01/2009(3) | 02/11/2019 | Common stock | 2,000 | $0 | 0 | D | ||||
| Stock option | $14.9 | 06/16/2017 | D(2) | 4,000 | 07/01/2011(3) | 11/09/2020 | Common stock | 4,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of in a tender offer by Savaria Corporation, an Alberta Corporation ("Savaria"), and Savaria (SC) Inc. ("Purchaser"), a South Carolina corporation and wholly-owned indirect subsidiary of Savaria, to acquire all of the outstanding shares of common stock of Span-America Medical Systems, Inc., a South Carolina corporation ("Span-America"), for $29.00 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 1, 2017, by and among Savaria, Purchaser, and Span-America (the "Merger Agreement"). All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement. |
| 2. Pursuant to a Stock Option Cancellation Agreement dated May 1, 2017 by and between Span-America and the Reporting Person, the stock option was cancelled as of the Effective Date of the Merger contemplated in the Merger Agreement, and the Reporting Person received a lump sum cash payment from Span-America in an amount equal to the number of shares subject to that stock option multiplied by an amount equal to $29.00 minus the exercise price of that stock option. |
| 3. Exercisable at the rate of 1,000 shares on noted date and an additional 1,000 shares on each anniversary of noted date. |
| /s/ Richard C. Coggins, POA | 06/20/2017 | |
| ** 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. | ||
