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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 | ||||||||
Common Stock Option (Right to Buy) | $ 6.52 | 04/04/2011 | D | 5,009 | (3) | 01/01/2018 | Common Stock | 5,009 | $ 17.73 | 0 | D | ||||
Common Stock Option (Right to Buy) | $ 13.48 | 04/04/2011 | D | 10,000 | (4) | 02/26/2020 | Common Stock | 10,000 | $ 10.77 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Devine John 1501 FARM CREDIT DRIVE SUITE 2300 MCLEAN, VA 22102-5011 |
X |
/s/ Lisa Broome, Attorney-in-Fact for John Devine | 04/04/2011 | |
**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) | Represents shares tendered to Sentinel Acquisition Corporation ("Sentinel") pursuant to the Offer to Purchase, dated March 7, 2011. |
(2) | Represents unvested restricted shares held by the Reporting Person. Pursuant to the Agreement and Plan of Merger, dated March 2, 2011, between Global Defense Technology & Systems, Inc., Sentinel, and Sentinel Acquisition Holdings Inc. (the "Merger Agreement"), these shares were canceled in exchange for a cash payment of $24.25 per share. |
(3) | Under the Merger Agreement, this option, which provided for vesting in four equal annual installments beginning January 1, 2009, was canceled in exchange for a cash payment representing the difference between $24.25 per share and the exercise price of the option. |
(4) | Under the Merger Agreement, this option, which provided for vesting in four equal annual installments beginning February 26, 2011, was canceled in exchange for a cash payment representing the difference between $24.25 per share and the exercise price of the option. |