- Statement of Changes in Beneficial Ownership (4)
30 October 2012 - 6:10AM
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
*
MURPHY KENNETH W
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2. Issuer Name
and
Ticker or Trading Symbol
US HOME SYSTEMS INC
[
USHS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3401 LEE PARKWAY, APT. 2005
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/26/2012
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(Street)
DALLAS, TX 75219
(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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10/26/2012
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D
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45301
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D
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$12.50
(1)
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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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Non-Qualified Stock Option (right to buy)
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$1.85
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10/26/2012
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D
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2000
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(2)
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11/11/2018
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Common Stock
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2000
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$10.65
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0
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D
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Non-Qualified Stock Option (right to buy)
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$2.76
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10/26/2012
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D
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2000
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(2)
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6/5/2019
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Common Stock
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2000
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$9.74
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0
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D
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Non-Qualified Stock Option (right to buy)
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$3.28
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10/26/2012
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D
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2000
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(2)
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6/17/2020
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Common Stock
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2000
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$9.22
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0
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D
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Non-Qualified Stock Option (right to buy)
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$5.13
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10/26/2012
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D
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2000
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(2)
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6/7/2021
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Common Stock
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2000
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$7.37
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0
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D
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Non-Qualified Stock Option (right to buy)
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$9.10
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10/26/2012
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D
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2000
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(2)
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6/15/2022
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Common Stock
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2000
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$3.40
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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 that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of August 6, 2012 by and among U.S. Home Systems, Inc. (the "Company"), THD At-Home Services, Inc., and Umpire Acquisition Corp. in exchange for a payment of $12.50 per share in cash, without interest and less the amount of any required tax withholding.
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(
2)
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This option was canceled pursuant to the Merger Agreement in exchange for a payment in cash, without interest and less the amount of any required tax withholding, equal to the product of: (i) the excess of $12.50 (the per share merger consideration pursuant to the Merger Agreement) over the exercise price of the option; and (ii) the number of shares of Company common stock underlying the option.
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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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MURPHY KENNETH W
3401 LEE PARKWAY
APT. 2005
DALLAS, TX 75219
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X
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Signatures
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/s/ Kenneth W. Murphy
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10/26/2012
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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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