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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option - Right to Buy | $ 7.99 | 12/13/2010 | U(5) | 300,000 | (5) | 02/11/2018 | Common Stock | 300,000 | $ 0.36 | 0 | D | ||||
| Option - Right to Buy | $ 6.23 | 12/13/2010 | U(6) | 50,000 | (6) | 06/07/2020 | Common Stock | 50,000 | $ 2.12 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cotshott Gary John 3012 SPARKLING BROOK LANE AUSTIN, TX 78746 |
X | President and CEO | ||
| /s/ Gary J. Cotshott by Michael A. Sosin attorney-in-fact | 12/13/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Number of shares held by reporting person on 12/13/10 in TechTeam Global, Inc.'s 401(k) plan. Since 6/7/2010, the reporting person had acquired an additional 1,019 shares all of which have been disposed of as described in footnote 3 herein. |
| (2) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among TechTeam Global, Inc. (the "Company"), Stefanini International Holdings Ltd ("Parent") and Platinum Merger Sub, Inc. ("Purchaser"), these shares were tendered pursuant to a tender offer by Purchaser to purchase all outstanding Company common stock for $8.35 a share, without interest, less any withholding taxes. The offer was consummated on December 13, 2010. |
| (3) | These shares were held by the reporting person on December 13, 2010 in TechTeam Global, Inc.'s 401(k) plan. Pursuant to the Merger Agreement, these shares were tendered pursuant to a tender offer by Purchaser to purchase all outstanding Company common stock for $8.35 a share, without interest, less any withholding taxes. The offer was consummated on December 13, 2010. |
| (4) | Pursuant to the Merger Agreement, these shares, which were outstanding immediately prior to the time Purchaser merged with and into the Company on December 13, 2010 (the "Merger"), were immediately cancelled and converted into the right to receive cash consideration equal to $8.35, without interest, less any required tax withholdings. |
| (5) | These options, which were outstanding and unexercised immediately prior to the purchase of tendered shares by Purchaser (the "Purchase Time"), to the extent unvested, accelerated, and became fully vested and all such outstanding and unexercised options were immediately cancelled and terminated at the Purchase Time and converted into the right to receive a cash payment of $108,000, representing (a) the excess of $8.35 over the exercise price of each stock option, if any, multiplied by (b) the number of shares subject to such options. |
| (6) | These options, which were outstanding and unexercised immediately prior to the Purchase Time, to the extent unvested, accelerated, and became fully vested and all such outstanding and unexercised options were immediately cancelled and terminated at the Purchase Time and converted into the right to receive a cash payment of $106,000, representing (a) the excess of $8.35 over the exercise price of each stock option, if any, multiplied by (b) the number of shares subject to such options. |