Statement of Changes in Beneficial Ownership (4)
July 23 2019 - 5:30PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
GEORGENS THOMAS
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2. Issuer Name
and
Ticker or Trading Symbol
ELECTRONICS FOR IMAGING INC
[
EFII
]
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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)
6750 DUMBARTON CIRCLE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/23/2019
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(Street)
FREMONT, CA 94555
(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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7/23/2019
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M
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6500
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A
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(1)
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63000
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D
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Common Stock
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7/23/2019
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M
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25000
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A
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(2)
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88000
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D
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Common Stock
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7/23/2019
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D
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88000
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D
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(3)
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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 Unit (RSU)
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(1)
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7/23/2019
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M
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6500
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(1)
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(1)
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Common Stock
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6500.0
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(1)
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0
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D
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Option Right to Buy
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$16.57
(2)
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7/23/2019
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M
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25000
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(2)
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(2)
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Common Stock
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25000.0
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(2)
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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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Each restricted stock unit ("RSU") represented the right to receive, upon vesting of the unit, one share of the issuer's common stock. Pursuant to the Agreement and Plan of Merger by and among East Private Holdings II, LLC, East Merger Sub, Inc., and Electronics for Imaging, Inc., dated as of April 14, 2019 (the "Merger Agreement" and the transaction contemplated therein, the "Merger"), each of these RSUs was automatically cancelled and converted into the right to receive an amount in cash equal to $37.00 (the "Merger Consideration").
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(2)
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Each of these previously granted stock options represents a right to buy one share of the issuer's common stock at the price of $16.57 per share. Pursuant to the Merger Agreement, each option was automatically cancelled and converted into the right to receive the Merger Consideration less the per-share exercise price for each share subject to the option.
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(3)
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These shares were disposed of pursuant to the Merger Agreement, whereby each share of the issuer's common stock was automatically cancelled and converted into the right to receive the Merger Consideration.
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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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GEORGENS THOMAS
6750 DUMBARTON CIRCLE
FREMONT, CA 94555
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X
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Signatures
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/s/ Thomas Georgens
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7/23/2019
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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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