FRY William Form 4 FURMANITE / WILLIAM FRY 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^*

FRY WILLIAM

(Last) (First) (Middle)

10370 RICHMOND AVE

SUITE 600

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FURMANITE CORP [ FRM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016

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	02/29/2016		M		38,222	A	$0	65,513	D
Common stock	02/29/2016		F		11,076	D	$5.58	54,437	D
Common stock	02/29/2016		D		54,437	D	(1)	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
Restricted stock units	$0(2)	02/29/2016		A		30,560(4)		02/29/2016(3)	02/29/2016(3)	Common stock	30,560	$0	38,222	D
Restricted stock units	$0(2)	02/29/2016		M			38,222	02/29/2016(3)	02/29/2016(3)	Common stock	38,222	$0	0	D
Options to buy common stock	$4.93	02/29/2016		D			20,000(8)	10/18/2013(5)	10/18/2022	Common stock	20,000	$0	0	D
Options to buy common stock	$6.89	02/29/2016		D			6,679(8)	05/09/2014(6)	05/09/2023	Common stock	6,679	$0	0	D
Options to buy common stock	$10.85	02/29/2016		D			5,993(8)	05/13/2015(7)	05/13/2024	Common stock	5,993	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated November 1, 2015, by and among Furmanite Corporation, Team, Inc. and TFA, Inc. (the "Merger Agreement"), upon consummation of the merger as contemplated by the Merger Agreement, each share of Furmanite Corporation common stock was converted into the right to receive 0.215 shares of Team, Inc. common stock, with cash paid for any fractional shares. Additionally, at such time, all restricted shares became vested in full and free of restrictions.

2. Conversion price is 1-for-1.

3. The restricted stock units vested in full upon consummation of the merger with Team, Inc. pursuant to the provisions of a change-in-control agreement between the Reporting Person and Furmanite Corporation.

4. Performance-based stock units not previously reported on Form 4, that, upon the consummation of the merger with Team, Inc., became fully vested and the performance conditions were deemed to have been met at the maximum level.

5. Original vesting schedule was 1/4 annually beginning October 18, 2013. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.

6. Original vesting schedule was 1/3 annually beginning May 9, 2014. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.

7. Original vesting schedule was 1/4 annually beginning May 13, 2015. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.

8. Upon consummation of the merger as contemplated by the Merger Agreement, each option to buy shares of Furmanite Corporation common stock was converted into 0.215 options to buy shares of Team, Inc. common stock, rounded down to the nearest whole option. The exercise price was converted by dividing the stated exercise price of the Furmanite Corporation option by 0.215, rounded up to the nearest whole cent.

	Robert S. Muff, Attorney-in-fact for William F. Fry	03/02/2016
	** Signature of Reporting Person	Date
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