- Statement of Changes in Beneficial Ownership (4)
February 24 2012 - 3:50PM
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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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
YOVOVICH PAUL G
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2. Issuer Name
and
Ticker or Trading Symbol
HACKETT GROUP, INC.
[
HCKT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
676 N. MICHIGAN AVE SUITE 3900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2012
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(Street)
CHICAGO, IL 60611
(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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2/17/2012
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A
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15385
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A
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$
0
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15385
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I
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Held by LCM (as defined)
(1)
(2)
(3)
(4)
(10)
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Common Stock
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16667
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I
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Held by LCM (as defined)
(5)
(6)
(10)
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Common Stock
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10638
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I
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Held by LCM (as defined)
(5)
(7)
(10)
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Common Stock
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4937000
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I
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Held by Consulting (as defined)
(8)
(9)
(10)
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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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Explanation of Responses:
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(
1)
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Lake Capital Management LLC ("LCM") received 15,385 restricted stock units in connection with Terence M. Graunke's services as a director to the Issuer. Paul G. Yovovich ("Yovovich") is a member of LCM, which is member managed. As such, Yovovich may be deemed to be a beneficial owner of the shares reported in Table I.
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(
2)
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Upon vesting of the restricted stock units, LCM will receive shares of common stock on a one-for-one basis.
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(
3)
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The restricted stock units vest in three equal annual installments beginning on February 17, 2013.
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(
4)
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The restricted stock units have no expiration date.
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(
5)
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LCM is the direct beneficial owner of the restricted stock units reported in Table I. Yovovich is a member of LCM, which is member managed. As such, Yovovich may be deemed to be a beneficial owner of the shares reported in Table I.
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(
6)
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These restricted stock units were issued February 18, 2011 and vest in three equal annual installments beginning on February 18, 2012. Upon vesting of the restricted stock units, LCM will receive shares of common stock on a one-for-one basis.
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(
7)
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These restricted stock units were issued March 12, 2010 and vest in three equal annual installments beginning on March 12, 2011. Upon vesting of the restricted stock units, LCM will receive shares of common stock on a one-for-one basis.
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(
8)
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Archstone Consulting LLC ("Consulting") is the direct beneficial owner of the shares reported in Table I. Yovovich is a member of the committee of Lake Capital Investment Partners LP ("Lake Investment") which makes investment related decisions with respect to Lake Capital Partners LP ("Lake Capital"). Lake Capital holds the majority of voting units of Archstone Holdings LLC ("Archstone Holdings"), which in turn holds the majority of voting units in Archstone Intermediate Holdings LLC ("Intermediate Holdings"). Intermediate Holdings holds the majority of voting units of Consulting. As such, Yovovich may be deemed to be a beneficial owner of the shares reported in Table I.
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(
9)
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121,698 of the shares reported in Table I were originally issued to Archstone Consulting UK Limited ("UK"), an indirect subsidiary of Consulting and 486,792 of the shares reported in Table I were originally issued to Archstone Consulting Netherlands BV ("Netherlands"), an indirect subsidiary of Consulting. On September 8, 2010 all such shares were transferred from UK and Netherlands, respectively, to Consulting.
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(
10)
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The Reporting Person expressly disclaims beneficial ownership of the shares reported in Tables I and II, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of the shares.
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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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YOVOVICH PAUL G
676 N. MICHIGAN AVE SUITE 3900
CHICAGO, IL 60611
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X
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Signatures
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/s/ Paul G. Yovovich
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2/23/2012
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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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