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 FURMANITE CORP [ FRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 11/04/2015 | 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 | 11/01/2015 | M | 114,522 | A | $0 | 350,134 | D | |||
| Common stock | 11/01/2015 | F | 31,321 | D | $6.95 | 318,813 | D | |||
| Common stock | 11/01/2015 | G | 502 | D | $0 | 318,311 | D | |||
| 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 | ||||||||
| Restricted stock units | $0(1) | 11/01/2015 | A | 92,061(2) | 11/01/2015 | 11/01/2015 | Common stock | 92,061 | $0 | 114,522 | D | ||||
| Restricted stock units | $0(1) | 11/01/2015 | M | 114,522(3) | 11/01/2015 | 11/01/2015 | Common stock | 114,522 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. On vesting date, converted 1-for-1 into shares of common stock. |
| 2. Represents performance-based restricted stock units granted on various dates previously, which had not been reported on prior Form 4 filings as their vesting was contingent upon meeting certain performance-based requirements. Pursuant to the terms of a Separation Agreement between Furmanite Corporation and Mr. Milliron dated November 1, 2015, the original performance conditions associated with these units are no longer applicable. |
| 3. Represents restricted stock units that vested on November 1, 2015, pursuant to the terms of a Separation Agreement between Furmanite Corporation and Mr. Milliron dated November 1, 2015 in conjunction with his retirement from the roles of CEO and President. |
| Remarks: |
| This Form 4/A amends and restates in its entirety the Reporting Person's Form 4 originally filed on November 4, 2015 in order to report shares that were withheld to satisfy withholding tax obligations associated with the vesting of the restricted stock units. |
| Robert S. Muff, Attorney-in-fact for Joseph E. Milliron | 12/02/2015 | |
| ** 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. | ||