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 IMMERSION CORP [ IMMR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/01/2019 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Put Option (right to sell) | $10 | 11/01/2019 | J(2)(3) | 3,106 | (5) | 11/15/2019 | Common Stock | 310,600 | $1.9377 | 0(2)(3) | I | By VIEX Special Opportunities Fund II, LP(1)(2)(3)(4) | |||
Put Option (obligation to buy) | $10 | 11/01/2019 | E(2)(3) | 3,106 | (5) | 11/15/2019 | Common Stock | 310,600 | (2)(3) | 0 | I | By VIEX Special Opportunities Fund II, LP(1)(2)(3)(4) |
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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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. This Form 4 is filed jointly by VIEX Opportunities Fund, LP - Series One ("Series One"), a series of VIEX Opportunities Fund, LP, VIEX Special Opportunities Fund II, LP ("VSO II"), VIEX GP, LLC ("VIEX GP"), VIEX Special Opportunities GP II, LLC ("VSO GP II"), VIEX Capital Advisors, LLC ("VIEX Capital"), and Eric Singer (collectively, the "Reporting Persons"). |
2. On November 1, 2019, VSO II acquired put options (the "Long Puts") to cover certain previously reported short put options referencing the common stock of Immersion Corporation (the "Issuer") written by VSO II prior to the Reporting Persons acquiring greater than 10% beneficial ownership of the Issuer's common stock (the "Short Puts") and becoming subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. The purchase of Long Puts to cover the Short Puts resulted in the cancellation of both the Short Puts and the Long Puts. |
3. (continued from footnote 2) As the Short Puts were written prior to the Reporting Persons becoming subject to Section 16, their cancellation should not be subject to Section 16(b) pursuant to the court's reasoning in Roth v. Goldman Sachs Group, Inc., 740 F.3d 865 (2d Cir. 2014). VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of securities of the Issuer beneficially owned by VSO II. VIEX Capital, as the investment manager of VSO II, may be deemed the beneficial owner of securities of the Issuer beneficially owned by VSO II. Mr. Singer, as the managing member of each of VSO GP II and VIEX Capital, may be deemed the beneficial owner of securities of the Issuer beneficially owned by VSO II. |
4. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
5. These options were exercisable upon issuance. |
Remarks: |
The Reporting Persons realized short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended, as a result of the transactions reported herein when matched against purchases by the Reporting Persons in June 2019. On November 5, 2019, the Reporting Persons disgorged $115,013.69 to Immersion Corporation, representing 100% of the short-swing profits realized by the Reporting Persons. |
/s/ Eric Singer | 11/05/2019 | |
VIEX OPPORTUNITIES FUND, LP - SERIES ONE, By VIEX GP, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member | 11/05/2019 | |
VIEX GP, LLC, Name: /s/ Eric Singer, Title: Managing Member | 11/05/2019 | |
VIEX SPECIAL OPPORTUNITIES FUND II, LP, By VIEX Special Opportunities GP II, LLC, its General Partner, Name: /s/ Eric Singer, Title: Managing Member | 11/05/2019 | |
VIEX SPECIAL OPPORTUNITIES GP II, LLC, Name: /s/ Eric Singer, Title: Managing Member | 11/05/2019 | |
VIEX CAPITAL ADVISORS, LLC, Name: /s/ Eric Singer, Title: Managing Member | 11/05/2019 | |
** 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. |