Jayne L. Rothman Form 4 EPIQ SYSTEMS / JAYNE L. ROTHMAN 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^*

ROTHMAN JAYNE L.

(Last) (First) (Middle)

501 KANSAS AVE

(Street)

KANSAS CITY KS 66105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EPIQ SYSTEMS INC [ EPIQ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, GC, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016

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	09/30/2016		A		23,829(1)	A	$0.00	56,414	D
Common Stock	09/30/2016		D		37,000(2)	D	$16.5	19,414	D
Common Stock	09/30/2016		D		19,414(3)	D	$16.5	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
Non-Qualified Stock Option (right to buy)	$10.39	09/30/2016		D			3,000	(4)	12/08/2016	Common Stock	3,000	$6.11	0	D
Non-Qualified Stock Option (right to buy)	$14.27	09/30/2016		D			25,000	(5)	03/10/2018	Common Stock	10,000	$2.23	0	D
Non-Qualified Stock Option (right to buy)	$16.02	09/30/2016		D			15,000	(6)	06/02/2019	Common Stock	15,000	$0.48	0	D

Explanation of Responses:

1. Represents unvested performance restricted stock units (PRSUs) granted on January 28, 2016 that represented a contingent right to receive one share of common stock per PRSU. Pursuant to the Agreement and Plan of Merger, dated as of July 26, 2016, by and among Epiq Systems, Inc., Document Technologies, LLC and DTI Merger Sub, Inc. (the "Merger Agreement") and the applicable award agreement, these PRSUs became fully vested at the effective time of the merger.

2. Pursuant to the Merger Agreement, these shares were canceled and converted into the right to receive $16.50 per share in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

3. Pursuant to the Merger Agreement, these shares of unvested restricted stock became fully vested at the effective time of the merger and were canceled and converted into the right to receive the Merger Consideration.

4. Represents an exercisable option, which vested in four equal annual installments commencing on December 8, 2008. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.11 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.

5. Represents an exercisable option, which vested in four equal annual installments commencing on March 10, 2010. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $2.23 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.

6. Represents an exercisable option, which vested in five equal annual installments commencing on June 2, 2012. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $0.48 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.

Remarks:

	/s/ Jayne L. Rothman	09/30/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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