Kenneth L Gayron Form 4 NUMEREX / Kenneth L Gayron 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^*

Gayron Kenneth L

(Last) (First) (Middle)

400 INTERSTATE NORTH PARKWAY SE

SUITE 1350

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NUMEREX CORP /PA/ [ NMRX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
INTERIM CEO AND CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2017

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	12/07/2017		D		8,055	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	12/07/2017		M			60,933	(1)	(1)	Common Stock	60,933	$0	0	D

Explanation of Responses:

1. Pursuant to the merger agreement, dated as of August 2, 2017 (the "Merger Agreement"), by and among the Numerex Corp. (the "Issuer"), Sierra Wireless, Inc. ("Sierra Wireless") and Wireless Acquisition Sub, Inc. ("Merger Sub"), Merger Sub was merged with and into the Issuer on December 7, 2017 (the "Effective Time"), and the Issuer became a wholly-owned subsidiary of Sierra Wireless. Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of the Issuer's common stock was converted into the right to receive 0.1800 of a share of Sierra Wireless common stock and cash in lieu of fractional shares of Sierra Wireless common stock (the "Merger Consideration") and (ii) each outstanding restricted stock unit fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of the Issuer's common stock underlying such award, less shares withheld to pay applicable withholding taxes. As of the Effective Time, the Sierra Wireless common stock had a market value of $21.60 per share.

	/s/ Kenneth Gayron	12/11/2017
	** 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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