Statement of Changes in Beneficial Ownership (4)
07 11월 2018 - 3:11AM
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
*
DiSanto Frederick D.
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2. Issuer Name
and
Ticker or Trading Symbol
EDGEWATER TECHNOLOGY INC/DE/
[
EDGW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
6060 PARKLAND, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/2/2018
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(Street)
CLEVELAND, OH 44124
(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, par value $0.01 per share
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11/2/2018
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D
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78441
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D
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(1)
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0
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D
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Common Stock, par value $0.01 per share
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11/2/2018
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D
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688353
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D
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(1)
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0
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I
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Merlin Inst, LP
(3)
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Common Stock, par value $0.01 per share
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11/2/2018
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D
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46301
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D
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(1)
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0
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I
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Merlin Partners LP
(2)
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Common Stock, par value $0.01 per share
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11/2/2018
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D
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613841
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D
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(1)
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0
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I
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Catalyst Partners Institutional LP
(4)
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Common Stock, par value $0.01 per share
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11/2/2018
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D
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40050
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D
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(1)
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0
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I
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Catalyst Partners LP
(5)
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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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On November 1, 2018, Edgewater Technology, Inc. (the "Company"), Alithya Group inc. ("New Alithya") and 9374-8572 Delaware Inc., a newly-formed wholly-owned Delaware subsidiary of New Alithya ("U.S. Merger Sub") consummated a transaction under an arrangement agreement (the "Arrangement Agreement") pursuant to which the Company was acquired by New Alithya. Under the terms of the Arrangement Agreement, U.S. Merger Submerged with and into the Company, with the Company as the surviving corporation in the merger (the "Merger") and an wholly owned subsidiary of New Alithya. At the effective time of the Merger, each share of the Company's Common Stock was cancelled and converted into the right to receive 1.1918 common shares in the share capital of New Alithya (rounded up to the nearest whole share).
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(2)
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Merlin Partners LP own the shares directly. Mr. DiSanto by virtue of his position as Chairman and CEO of Ancora Advisors, The General Partner of Merlin Partners LP may be deemed to beneficially own the shares owned directly by Merlin Partners LP.
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(3)
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Merlin Partners Institutional LP own the shares directly. Mr. DiSanto by virtue of his position as Chairman and CEO of Ancora Advisors, The general Partner of Merlin Partners Institutional LP may be deemed to beneficially own the shares owned directly by Merlin Partners
Institutional LP.
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(4)
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Catalyst Partners Institutional LP own the shares directly. Mr. DiSanto by virtue of his position as Chairman and CEO of Ancora Advisors,The general Partner of Catalyst Partners Institutional LP may be deemed to beneficially own the shares owned directly by Catalyst Partners Institutional LP.
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(5)
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Catalyst Partners LP own the shares directly. Mr. DiSanto by virtue of his position as Chairman and CEO of Ancora Advisors, The General Partner of Catalyst Partners LP may be deemed to beneficially own the shares owned directly by Catalyst Partners LP.
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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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DiSanto Frederick D.
6060 PARKLAND
SUITE 200
CLEVELAND, OH 44124
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X
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X
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Signatures
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Frederick D. DiSanto
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11/6/2018
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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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