Olivier Roy W Form 4 ARI NETWORK SERVICES / ROY W OLIVIER 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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X

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^*

OLIVIER ROY W

(Last) (First) (Middle)

10850 W. PARK PLACE

SUITE 1200

(Street)

MILWAUKEE WI 53224

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARI NETWORK SERVICES INC /WI [ ARIS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2017

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	08/29/2017		M		22,000	A	$0	300,402	D
Common Stock	08/29/2017		D(1)		300,402	D	$7.1	0	D
Common Stock	08/29/2017		D(1)		13,246	D	$7.1	0	I	By 401(k) Plan

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
Restricted Stock	$0(2)	08/29/2017		M(2)			22,000	(2)	03/04/2019	Common Stock	22,000	$0	33,000	D
Restricted Stock	$0(3)	08/29/2017		D(3)			33,000	(3)	(3)	Common Stock	33,000	$0	0	D
Stock Option (Right to Buy)	$1.525	08/29/2017		D(4)			300,000	07/31/2008	05/01/2018	Common Stock	300,000	$0(4)	0	D
Stock Option (Right to Buy)	$3.3	08/29/2017		D(5)			100,000	07/31/2014	03/04/2024	Common Stock	100,000	$0(5)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated June 20, 2017 among the Issuer, Expedition Holdings LLC ("Parent") and Expedition Merger Sub, Inc., at the effective time (the "Effective Time") of the merger (the "Merger") contemplated under the Merger Agreement, each unvested share of restricted stock of the Issuer vested, and each share of Issuer common stock converted into the right to receive $7.10 in cash.

2. 22,000 shares of performance-based restricted stock vested in connection with the Merger.

3. 33,000 outstanding shares of performance-based restricted stock were cancelled in connection with the Merger.

4. At the Effective Time of the Merger, outstanding options to purchase shares of Issuer common stock were cancelled and converted into the right to receive, for each share of Issuer common stock subject to the option, an amount in cash equal to (x) $7.10, minus (y) the sum of (1) the exercise price per share of common stock of such option, and (2) any applicable withholding amounts, except that the Reporting Person's options with respect to 262,200 shares were rolled over to options to acquire 1,861,620 units of an affiliate of the Parent at an exercise price of $0.215 per unit.

5. At the Effective Time of the Merger, outstanding options were cancelled and converted into the right to receive, for each share of Issuer common stock subject to the option, an amount in cash equal to (x) $7.10, minus (y) the sum of (1) the exercise price per share of common stock of such option.and (2) any applicable withholding amounts.

Remarks:

	Mary L. Pierson (pursuant to Power of Attorney previously filed)	08/30/2017
	** Signature of Reporting Person	Date
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