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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 | ||||||||
Employee Stock Option (right to buy) | $ 8.87 | 08/22/2011 | D | 100,000 | 04/15/2010(2) | 04/15/2018 | Common stock | 0 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 8.99 | 08/22/2011 | D | 45,000 | (3) | 09/25/2018 | Common stock | 0 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 5.93 | 08/22/2011 | D | 117,188 | (3) | 09/23/2020 | Common stock | 0 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Elia Michael R 24 INDUSTRIAL PARK ROAD WEST TOLLAND, CT 06084 |
EVP and CFO |
/s/ Tracy L. Chartier, Attorney-in-Fact | 08/24/2011 | |
**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) | Disposed of pursuant to an Agreement and Plan of Merger, dated as of June 10, 2011, among Gerber Scientific, Inc., Vector Knife Holdings (Cayman), Ltd. and Knife Merger Sub, Inc., pursuant to which each share of Gerber Scientific, Inc. has been converted into the right to receive $11.00 in cash plus a contractual right to receive additional contingent cash consideration payments relating to a patent infringement claim. |
(2) | Date on which option became fully vested. |
(3) | Option became fully vested on the effective date of the merger, August 22, 2011. |
(4) | Each vested option with an exercise price below $11.00 per share was cancelled and converted into the right to receive (1) cash equal to the product of (a) the difference between $11.00 and the applicable exercise price of such option and (b) the number of shares of the Gerber Scientific, Inc. common stock underlying such option, and (2) a contractual right to receive additional contingent cash consideration payments relating to a patent infringement claim. |