Statement of Changes in Beneficial Ownership (4)
10 12월 2015 - 1:08AM
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
*
SCHRAFFT THEODORE P
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2. Issuer Name
and
Ticker or Trading Symbol
PREMIERE GLOBAL SERVICES, INC.
[
PGI
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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)
President
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(Last)
(First)
(Middle)
3280 PEACHTREE ROAD, NE, SUITE 1000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/8/2015
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(Street)
ATLANTA, GA 30305
(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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12/8/2015
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D
(1)
(2)
(3)
(4)
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346786
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D
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$14.00
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0
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D
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Common Stock
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12/8/2015
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D
(1)
(2)
(5)
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4737
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D
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$14.00
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0
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I
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By 401(k) Plan
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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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Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 10, 2015, by and among Pangea Private Holdings, II, LLC, a Delaware limited liability company ("Parent"), Pangea Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Premiere Global Services, Inc. (the "Company"), on December 8, 2015 (the "Effective Date"), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
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(
2)
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Pursuant to the Merger Agreement, on the Effective Date, each outstanding share of the Company's common stock was converted into the right to receive a cash payment of $14.00 (the "Merger Consideration").
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(
3)
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Pursuant to the Merger Agreement, on the Effective Date, each share of the Company's common stock subject to time-based vesting restrictions that was outstanding immediately prior to the Effective Date became fully vested and nonforfeitable and was converted into the right to receive the Merger Consideration, less the amount of any required withholding tax.
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(
4)
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Pursuant to the Merger Agreement, on the Effective Date, each share of the Company's common stock subject to performance-based vesting restrictions that was outstanding immediately prior to the Effective Date became vested and nonforfeitable based upon (x) an assumed achievement of 100% of the performance goals, if the Effective Date occurred during the first half of the applicable performance period, or (y) the actual level of achievement of the performance goals, measured as of September 30, 2015, if the Effective Date occurred during the second half of the applicable performance period and such vested performance shares were converted into the right to receive the Merger Consideration, less the amount of any required withholding tax.
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(
5)
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The number of shares reported is based on a plan statement dated as of April 9, 2015.
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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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SCHRAFFT THEODORE P
3280 PEACHTREE ROAD, NE
SUITE 1000
ATLANTA, GA 30305
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President
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Signatures
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L. Scott Askins, by Power-of-Attorney
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12/8/2015
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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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Premiere Global (NYSE:PGI)
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Premiere Global (NYSE:PGI)
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