Statement of Changes in Beneficial Ownership (4)
March 02 2016 - 10:20AM
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
*
FRY WILLIAM
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2. Issuer Name
and
Ticker or Trading Symbol
FURMANITE CORP
[
FRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
General Counsel and Secretary
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(Last)
(First)
(Middle)
10370 RICHMOND AVE, SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/29/2016
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(Street)
HOUSTON, TX 77042
(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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2/29/2016
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M
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38222
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A
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$0
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65513
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D
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Common stock
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2/29/2016
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F
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11076
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D
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$5.58
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54437
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D
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Common stock
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2/29/2016
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D
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54437
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D
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(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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Restricted stock units
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$0
(2)
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2/29/2016
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A
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30560
(4)
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2/29/2016
(3)
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2/29/2016
(3)
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Common stock
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30560
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$0
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38222
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D
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Restricted stock units
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$0
(2)
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2/29/2016
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M
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38222
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2/29/2016
(3)
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2/29/2016
(3)
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Common stock
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38222
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$0
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0
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D
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Options to buy common stock
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$4.93
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2/29/2016
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D
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20000
(8)
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10/18/2013
(5)
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10/18/2022
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Common stock
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20000
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$0
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0
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D
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Options to buy common stock
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$6.89
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2/29/2016
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D
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6679
(8)
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5/9/2014
(6)
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5/9/2023
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Common stock
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6679
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$0
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0
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D
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Options to buy common stock
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$10.85
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2/29/2016
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D
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5993
(8)
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5/13/2015
(7)
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5/13/2024
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Common stock
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5993
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$0
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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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Pursuant to the terms of the Agreement and Plan of Merger, dated November 1, 2015, by and among Furmanite Corporation, Team, Inc. and TFA, Inc. (the "Merger Agreement"), upon consummation of the merger as contemplated by the Merger Agreement, each share of Furmanite Corporation common stock was converted into the right to receive 0.215 shares of Team, Inc. common stock, with cash paid for any fractional shares. Additionally, at such time, all restricted shares became vested in full and free of restrictions.
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(
2)
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Conversion price is 1-for-1.
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(
3)
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The restricted stock units vested in full upon consummation of the merger with Team, Inc. pursuant to the provisions of a change-in-control agreement between the Reporting Person and Furmanite Corporation.
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(
4)
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Performance-based stock units not previously reported on Form 4, that, upon the consummation of the merger with Team, Inc., became fully vested and the performance conditions were deemed to have been met at the maximum level.
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(
5)
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Original vesting schedule was 1/4 annually beginning October 18, 2013. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
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(
6)
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Original vesting schedule was 1/3 annually beginning May 9, 2014. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
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(
7)
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Original vesting schedule was 1/4 annually beginning May 13, 2015. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
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(
8)
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Upon consummation of the merger as contemplated by the Merger Agreement, each option to buy shares of Furmanite Corporation common stock was converted into 0.215 options to buy shares of Team, Inc. common stock, rounded down to the nearest whole option. The exercise price was converted by dividing the stated exercise price of the Furmanite Corporation option by 0.215, rounded up to the nearest whole cent.
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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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FRY WILLIAM
10370 RICHMOND AVE
SUITE 600
HOUSTON, TX 77042
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General Counsel and Secretary
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Signatures
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Robert S. Muff, Attorney-in-fact for William F. Fry
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3/2/2016
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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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