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 NUMEREX CORP /PA/ [ NMRX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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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)
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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 | 09/30/2016 | A | 1,125(1) | A | $7.78 | 17,125 | D | |||
Class A Common Stock, No Par Value | 1,259,908 | I | By VIEX Special Opportunities Fund II(2) | |||||||
Class A Common Stock, No Par Value | 399,837 | I | By VIEX Opportunities Fund, LP - Series One(3) | |||||||
Class A Common Stock, No Par Value | 221,649 | I | By: VIEX Special Opportunities Fund III, LP(4) |
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 |
Explanation of Responses: |
1. Represents the receipt of shares of common stock in lieu of the payment of fees for service as a member or chairperson of a committee of the Board. |
2. Shares acquired directly by VIEX Special Opportunities Fund II, LP ("VSO II"). Mr. Singer, by virtue of his position as managing member of VIEX Special Opportunities GP II, LLC ("VSO GP II"), the general partner of VSO II, and VIEX Capital, the investment manager of VSO II, may be deemed to beneficially own the shares owned directly by VSO II for purposes of Section 16. Mr. Singer expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
3. Shares owned directly by VIEX Opportunities Fund, LP - Series One ("Series One"), a series of VIEX Opportunities Fund, LP. Mr. Singer, by virtue of his position as managing member of VIEX GP, LLC ("VIEX GP"), the general partner of Series One, and VIEX Capital Advisors, LLC, ("VIEX Capital"), the investment manager of Series One, may be deemed to beneficially own the shares owned directly by Series One for purposes of Section 16. Mr. Singer expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
4. Shares owned directly by VIEX Special Opportunities Fund III, LP (VSO III"). Mr. Singer, by virtue of his position as managing member of VIEX Special Opportunities GP III, LLC ("VSO GP III"), the general partner of VSO III, and VIEX Capital, the investment manager of VSO III, may be deemed to beneficially own the shares owned directly by VSO III for purposes of Section 16. Mr. Singer expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
Remarks: |
Eugene K. Hyun, Attorney-in-Fact | 10/04/2016 | |
** 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. |