Statement of Changes in Beneficial Ownership (4)
02 December 2015 - 10:18AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Perkel Gerald K
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2. Issuer Name
and
Ticker or Trading Symbol
PLANAR SYSTEMS INC
[
PLNR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
1195 NW COMPTON DR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/27/2015
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(Street)
BEAVERTON, OR 97006
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/27/2015
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D
(1)
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1044844
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D
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$6.58
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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11/27/2015
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A
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412898
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(2)
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(2)
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Common Stock
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412898
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(2)
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412898
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D
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Restricted Stock Units
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(3)
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11/27/2015
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D
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412898
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(2)
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(2)
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Common Stock
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412898
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of August 12, 2015, by and among the issuer, Leyard American Corporation ("Leyard"), Leopard Acquisition Corporation, a wholly-owned subsidiary of Leyard, and Leyard Optoelectronic Co., Ltd., pursuant to which the outstanding shares of the issuer's common stock were converted into the right to receive $6.58 per share in cash, without interest.
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(
2)
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Represents performance-based restricted stock units ("RSUs") that, pursuant to the Merger Agreement, became fully vested and for which the performance-based vesting conditions were eliminated as of November 27, 2015, the effective date of the merger. Each RSU represents the contingent right to receive one share of the issuer's common stock.
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(
3)
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Pursuant to the Merger Agreement, the RSUs were cancelled in exchange for the right to receive the merger consideration of $6.58 per share, without interest.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Perkel Gerald K
1195 NW COMPTON DR
BEAVERTON, OR 97006
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X
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President and CEO
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Signatures
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/s/ Maranda D. Stackhouse for Gerald K. Perkel
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12/1/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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