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 PERCEPTRON INC/MI [ PRCP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock, $0.01 par value | 12/21/2020(1) | D | 34,086 | D | $7 | 0 | I | See footnote(2) | ||
| Common Stock, $0.01 par value | 12/21/2020(1) | D | 987,091 | D | $7 | 0 | I | See footnote(3) | ||
| 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 | ||||||||
| Director Stock Option (Right to Buy) | $6.46 | 12/21/2020(4) | D | 8,000 | (5) | (6) | Common Stock, $0.01 par value | 8,000 | (5) | 0 | I | See footnote(7) | |||
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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Atlas Copco North America and Odyssey Acquisition Corp. for $7.00 per share in cash on the effective date of the merger. |
| 2. John F. Bryant ("Mr. Bryant") received these shares in lieu of a portion of his annual Board Compensation pursuant to the Directors Stock Purchase Rights under the 2004 Stock Incentive Plan, an exempt plan. These shares were assigned to Harbert Fund Advisors, Inc. ("HFA"), and are held in an affiliated brokerage account for the benefit of the investors of the Fund. |
| 3. These shares are held by Harbert Discovery Fund, LP (the "Fund") and may be deemed to be beneficially owned by (i) Harbert Discovery Fund GP, LLC (the "Fund GP"), the general partner of the Fund, (ii) HFA, the investment adviser to the Fund, (iii) Harbert Management Corporation ("HMC"), the managing member of the Fund GP, (iv) Mr. Bryant, a Senior Advisor of the Fund, and a Vice President and Senior Managing Director of HMC, (v) Kenan Lucas, the Managing Director and Portfolio Manager of the Fund GP and (v) Raymond Harbert, the controlling shareholder, Chairman and Chief Executive Officer of HMC. Mr. Bryant resigned as Director of the Issuer upon the effective date of the merger. |
| 4. These options were disposed of pursuant to the Merger Agreement on the effective date of the merger. |
| 5. One-third of the options vested and were exercisable beginning on September 1, 2017, one-third of the options vested and were exercisable beginning on September 1, 2018, and the final one-third of the options vested and were exercisable beginning on September 1, 2019. These options were cancelled pursuant to the Merger Agreement and converted into the right to receive an amount in cash equal to (i) the difference between the $7.00 per share merger consideration and the exercise price of such stock options multiplied by (ii) the number of shares subject to such stock options. |
| 6. The options were exercisable for a period of ten years from September 1, 2016, the date of the initial grant, unless earlier terminated due to the termination of the Mr. Bryant's service as a director of the Issuer. |
| 7. Mr. Bryant was granted an option to purchase 8,000 shares of Common Stock under the Issuer's 2004 Stock Incentive Plan. These options were assigned to HFA and are held in an affiliated brokerage account for the benefit of the investors of the Fund. |
| Remarks: |
| Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ John F. Bryant | 12/21/2020 | |
| Harbert Discovery Fund, LP, By: Harbert Discovery Fund GP, LLC, its General Partner, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel | 12/21/2020 | |
| Harbert Discovery Fund GP, LLC, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel | 12/21/2020 | |
| Harbert Fund Advisors, Inc., By: /s/ John McCullough, Executive Vice President and General Counsel | 12/21/2020 | |
| Harbert Management Corporation, By: /s/ John McCullough, Executive Vice President and General Counsel | 12/21/2020 | |
| /s/ Kenan Lucas | 12/21/2020 | |
| /s/ Raymond Harbert | 12/21/2020 | |
| ** 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. | ||