Rob Cain Form 4 ADEPT TECHNOLOGY / Rob Cain 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^*

Cain Rob

(Last) (First) (Middle)

5690 INGLEWOOD DRIVE

(Street)

PLEASANTON CA 94558

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADEPT TECHNOLOGY INC [ ADEP ]

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)
10/23/2015

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

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
Non-Qualified Stock Option (right to buy)	$4.6	10/23/2015		D			75,000	(3)	02/19/2023	Common Stock	75,000	$13(1)(2)	0	D
Non-Qualified Stock Option (right to buy)	$3.58	10/23/2015		D			147,068	(4)	08/15/2023	Common Stock	147,068	$13(1)(2)	0	D
Non-Qualified Stock Option (right to buy)	$3.27	10/23/2015		D			40,807	(5)	08/27/2023	Common Stock	40,807	$13(1)(2)	2,148	D
Non-Qualified Stock Option (right to buy)	$4.6	10/23/2015		D			863	(5)	08/27/2023	Common Stock	863	$13(1)(2)	45	D
Non-Qualified Stock Option (right to buy)	$4.6	10/23/2015		D			39,944	(6)	08/27/2023	Common Stock	39,944	$13(1)(2)	2,102	D
Non-Qualified Stock Option (right to buy)	$6.9	10/23/2015		D			40,806	(6)	08/27/2023	Common Stock	40,806	$13(1)(2)	2,148	D
Incentive Option (right to buy)	$3.58	10/23/2015		D			27,932	(7)	08/15/2023	Common Stock	27,932	$13(1)(2)	0	D
Incentive Option (right to buy)	$7.05	10/23/2015		D			35,000	(8)	06/22/2025	Common Stock	35,000	$13(1)(2)	0	D
Restricted Stock Unit	$0.00	10/23/2015		D			103,500	(9)	01/14/2024	Common Stock	103,500	$13(1)(2)	9,000	D
Restricted Stock Unit	$0.00	10/23/2015		D			5,276	(10)	02/02/2025	Common Stock	5,276	$13(1)(2)	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).

2. (Continued from footnote 1) The reporting person reports disposition of both shares of common stock and derivative securities in connection with the transactions contemplated by the Merger Agreement.

3. On February 19, 2013, the reporting person was granted employee stock options to purchase 75,000 shares of the Issuer's common stock, at an exercise price of $4.60 per share. In connection with the Merger Agreement, the 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.

4. On August 15, 2013, the reporting person was granted employee stock options to purchase 147,068 shares of the Issuer's common stock at an exercise price of $3.58 per share. In connection with the Merger Agreement, the 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.

5. On August 27, 2013, pursuant to the Issuer's 2003 Equity Incentive Plan, the reporting person was granted employee stock options to purchase 42,955 shares of the Issuer's common stock at an exercise price of $3.27 per share, as well as employee stock options to purchase 908 shares at an exercise price of $4.60 per share. In connection with the transactions contemplated by the Merger Agreement, the 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. Originally, the options were to vest according to achievement of certain performance criteria; 2,148 of the options with an exercise price of $3.27 per share, and 45 of the options with an exercise price of $4.60 per share, had been cancelled prior to consummation of the merger.

6. On August 27, 2013, pursuant to the Issuer's 2005 Equity Incentive Plan, the reporting person was granted employee stock options to purchase 42,046 shares of the Issuer's common stock at an exercise price of $4.60 per share, as well as employee stock options to purchase 42,954 shares at an exercise price of $6.90 per share. In connection with the transactions contemplated by the Merger Agreement, the 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. Originally, the options were to vest according to achievement of certain performance criteria; 2,102 of the options with an exercise price of $4.60 per share, and 2,148 of the options with an exercise price of $6.90 per share had been cancelled prior to consummation of the merger.

7. On August 15, 2013, the reporting person was granted employee stock options to purchase 27,932 shares of the Issuer's common stock at an exercise price of $3.58 per share. In connection with the Merger Agreement, the 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.

8. On June 22, 2015, the reporting person was granted employee stock options to purchase 35,000 shares of the Issuer's common stock at an exercise price of $7.05 per share. In connection with the Merger Agreement, the 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.

9. On January 14, 2014, the reporting person was granted 112,500 restricted stock units equal to 112,500 shares, which were to vest upon a change in control based on the price of the Issuer's common stock as of the date of such change in control. Accordingly, approximately 92% (103,500) of such units vested in connection with consummation of the Merger Agreement, and the resulting 103,500 shares were redeemed at a price per share equal to $13.00 and the remaining shares subject to the grant were forfeited.

10. On February 2, 2015, the reporting person was granted 5,276 restricted stock units equal to 5,276 shares. In connection with the Merger Agreement, the units, whether vested or unvested, were cancelled and exchanged at a price per share equal to $13.00.

Remarks:

	/s/ Rob Cain	10/27/2015
	** Signature of Reporting Person	Date
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