Statement of Changes in Beneficial Ownership (4)
26 1월 2016 - 8:11AM
Edgar (US Regulatory)
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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
*
D'AMICO LANCE E
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2. Issuer Name
and
Ticker or Trading Symbol
UTi WORLDWIDE INC
[
UTIW
]
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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)
See Remarks
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(Last)
(First)
(Middle)
C/O UTI, SERVICES, INC., 100 OCEANGATE, SUITE 1500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/22/2016
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(Street)
LONG BEACH, CA 90802
(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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Ordinary Shares
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1/22/2016
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D
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138778
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D
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$7.10
(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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Employee Stock Option (Right to Buy)
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$20.07
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1/22/2016
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D
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13094
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(2)
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4/15/2021
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Ordinary Shares
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13094
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(2)
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0
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D
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Employee Stock Option (Right to Buy)
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$16.81
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1/22/2016
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D
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16686
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(3)
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4/13/2022
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Ordinary Shares
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16686
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(3)
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0
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D
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Employee Stock Option (Right to Buy)
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$14.05
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1/22/2016
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D
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21735
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(4)
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4/15/2023
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Ordinary Shares
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21735
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(4)
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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 Merger Agreement, dated as October 9, 2015 (the "Merger Agreement"), by and among UTi Worldwide Inc. (the "Issuer"), DSV A/S ("Parent") and Louvre Acquisitionco, Inc. ("Merger Sub"), on January 22, 2016 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), and as a result these securities of the Issuer were automatically cancelled and converted into the right to receive $7.10 per share in cash (the "Merger Consideration").
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(
2)
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This option, which provided for vesting in three equal annual installments beginning April 14, 2012 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
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(
3)
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This option, which provided for vesting in three equal annual installments beginning April 14, 2013 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
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(
4)
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This option, which provided for vesting in three equal annual installments beginning April 15, 2014 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
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Remarks:
Mr. Lance E. D'Amico's proper title as an officer of UTi Worldwide Inc. is Executive Vice President--Chief Administrative Officer and Corporate Secretary.
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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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D'AMICO LANCE E
C/O UTI, SERVICES, INC.
100 OCEANGATE, SUITE 1500
LONG BEACH, CA 90802
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See Remarks
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Signatures
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/s/ Stephen D. Cooke, Attorney-in-Fact for Lance E. D'Amico
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1/25/2016
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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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