Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wijesuriya Dilantha

(Last)

(First)

(Middle)

C/O ARC DOCUMENT SOLUTIONS, INC.

12657 ALCOSTA BLVD., SUITE 200

(Street)

SAN RAMON

94583

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARC DOCUMENT SOLUTIONS, INC. [ ARC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/22/2024		F⁽¹⁾		55,000⁽²⁾	D	$0	122,882	D
Common Stock	11/22/2024		F⁽¹⁾		12,835⁽²⁾	D	$0	110,047	D
Common Stock	11/22/2024		F⁽¹⁾		6,417⁽²⁾	D	$0	103,630	D
Common Stock	11/22/2024		J⁽¹⁾		101,812⁽³⁾	A	⁽³⁾	205,442	D
Common Stock	11/22/2024		F⁽¹⁾		91,706⁽⁴⁾	D	$0	113,736	D
Common Stock	11/22/2024		J⁽¹⁾		165,000⁽³⁾	A	⁽³⁾	278,736	D
Common Stock	11/22/2024		F⁽¹⁾		160,851⁽⁴⁾	D	$0	117,885	D
Common Stock	11/22/2024		J⁽¹⁾		86,465⁽³⁾	A	⁽³⁾	204,350	D
Common Stock	11/22/2024		F⁽¹⁾		84,291⁽⁴⁾	D	$0	120,059	D
Common Stock	11/22/2024		J⁽¹⁾		90,118⁽³⁾	A	⁽³⁾	210,177	D
Common Stock	11/22/2024		F⁽¹⁾		76,401⁽⁴⁾	D	$0	133,776	D
Common Stock	11/22/2024		J⁽¹⁾		207,528⁽³⁾	A	⁽³⁾	341,304	D
Common Stock	11/22/2024		F⁽¹⁾		148,749⁽⁴⁾	D	$0	192,555	D
Common Stock	11/22/2024		J⁽¹⁾		75,551⁽³⁾	A	⁽³⁾	268,106	D
Common Stock	11/22/2024		F⁽¹⁾		65,752⁽⁴⁾	D	$0	202,354	D
Common Stock	11/22/2024		J⁽¹⁾		165,011⁽³⁾	A	⁽³⁾	367,365	D
Common Stock	11/22/2024		F⁽¹⁾		139,021⁽⁴⁾	D	$0	228,344	D
Common Stock	11/22/2024		J⁽¹⁾		228,344⁽⁵⁾	D	⁽⁵⁾	0	D
Common Stock	11/22/2024		D⁽¹⁾		647,771⁽⁶⁾	D	$3.4	0	I	Wijesuriya Family Trust DTD 9/4/2002

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$2.65	11/22/2024		D⁽¹⁾			101,812	⁽⁷⁾	⁽⁷⁾	Common Stock	101,812	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$3.69	11/22/2024		D⁽¹⁾			65,000	⁽⁸⁾	⁽⁸⁾	Common Stock	65,000	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$3.69	11/22/2024		D⁽¹⁾			76,048	⁽⁸⁾	⁽⁸⁾	Common Stock	76,048	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$3.21	11/22/2024		D⁽¹⁾			165,000	⁽⁷⁾	⁽⁷⁾	Common Stock	165,000	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$3.21	11/22/2024		D⁽¹⁾			86,465	⁽⁷⁾	⁽⁷⁾	Common Stock	86,465	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$2.25	11/22/2024		D⁽¹⁾			90,118	⁽⁷⁾	⁽⁷⁾	Common Stock	90,118	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$1.26	11/22/2024		D⁽¹⁾			207,528	⁽⁷⁾	⁽⁷⁾	Common Stock	207,528	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$2.42	11/22/2024		D⁽¹⁾			75,551	⁽⁷⁾	⁽⁷⁾	Common Stock	75,551	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$2.21	11/22/2024		D⁽¹⁾			165,011	⁽⁷⁾	⁽⁷⁾	Common Stock	165,011	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$4.75	11/22/2024		D⁽¹⁾			76,347	⁽⁸⁾	⁽⁸⁾	Common Stock	76,347	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$3.65	11/22/2024		D⁽¹⁾			98,938	⁽⁸⁾	⁽⁸⁾	Common Stock	98,938	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$8.89	11/22/2024		D⁽¹⁾			46,000	⁽⁸⁾	⁽⁸⁾	Common Stock	46,000	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$9.09	11/22/2024		D⁽¹⁾			40,283	⁽⁸⁾	⁽⁸⁾	Common Stock	40,283	⁽⁸⁾	0	D

Explanation of Responses:

1. On November 22, 2024, pursuant to the Agreement and Plan of Merger (as amended, the 'Merger Agreement') dated August 27, 2024, by and among ARC Document Solutions, Inc. (the 'Company') TechPrint Holdings, LLC ('Parent'), TechPrint Merger Sub, Inc. ('Merger Sub'), Merger Sub merged with and into the Company (the 'Merger'), with the Company surviving as the surviving corporation ('Surviving Corporation') in the Merger.

2. Represents shares of Company common stock ('Shares') disposed of to satisfy applicable tax liabilities on unvested restricted stock which, immediately prior to the effective time of the Merger ( Effective Time'), were cancelled and converted into the right to receive a number of Shares equal to the quotient of (i) the number of unvested Shares covered thereby multiplied by $3.40 (the 'Merger Consideration') in cash without interest thereon, less applicable taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole Share.

3. Represents Shares acquired by the Reporting Person, pursuant to the Merger Agreement, immediately prior to the Effective Time in exchange for cancelled and converted vested and unvested options reported herein.

4. Represents Shares disposed of to satisfy applicable tax liabilities, pursuant to the Merger Agreement, for the cancellation and conversion, immediately prior to the Effective Time, of vested and unvested options reported herein.

5. Under the Merger Agreement and Rollover Agreement, dated August 27, 2024 by and between Parent and the Company stockholders listed on Schedule A thereto (as amended, the 'Rollover Agreement'), immediately prior to the Effective Time, each of these Shares was exchanged for a common unit of Parent.

6. Represents Shares which, at the Effective Time, were cancelled and converted into the right to receive the Merger Consideration.

7. Under the Merger Agreement, immediately prior to the Effective Time, each of these options, whether vested or unvested, was cancelled and converted into the number of Shares equal to the quotient of (i) the product of (a) the amount by which the Merger Consideration exceeds the exercise price per share of such option and (b) the aggregate number of shares issuable upon exercise of such option, less applicable taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole share.

8. Under the Merger Agreement, each of these options, whether vested or unvested, was cancelled without the payment of consideration.

Remarks:

	/s/ Jorge Avalos, Attorney-in-Fact	11/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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