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^*

Smith Steven F

(Last)

(First)

(Middle)

C/O DECISIONPOINT SYSTEMS, INC.

1615 SOUTH CONGRESS AVENUE, SUITE 103

(Street)

DELRAY BEACH

33445

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DecisionPoint Systems, Inc. [ DPSI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2024

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	07/05/2024		D⁽¹⁾		902,355⁽²⁾	D	$10.22	0	D

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)
Stock Option (Right to Buy)	$3.26	07/05/2024		D⁽³⁾			10,416	⁽³⁾	01/28/2026	Common Stock	10,416	$6.96⁽³⁾	0	D
Stock Option (Right to Buy)	$6.52	07/05/2024		D⁽³⁾			24,521	⁽³⁾	04/26/2028	Common Stock	24,521	$3.7⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated as of April 30, 2024, by and among DecisionPoint Systems, Inc. (the "Company"), Barcoding Derby Buyer, Inc. ("Parent"), and Derby Merger Sub, Inc. ("MergerCo"), MergerCo merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $10.22 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholdings.

2. Pursuant to the Merger Agreement, at the Effective Time, the 300,000 outstanding restricted stock units ("RSUs") held by the reporting person vested and were cancelled and automatically converted into the right to receive the Merger Consideration for each share of the Company's common stock subject to the RSUs, subject to any required tax withholdings.

3. Pursuant to the Merger Agreement, at the Effective Time, all outstanding stock options held by the reporting person were cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of the Company's common stock subject to the options, multiplied by (b) the excess, if any, of the Merger Consideration over such option's applicable per share exercise price, subject to any required tax withholdings.

	/s/ Melinda Wohl by Power of Attorney	07/09/2024
	** 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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