Russell L. Becker - Oct 14, 2021 Form 4 Insider Report for GP STRATEGIES CORP (GPX)

Role: EVP, Chief Commercial Officer
Signature: Russell L. Becker
Stock symbol: GPX
Transactions as of: Oct 14, 2021
Transactions value $: -$1,785,907
Form type: 4
Date filed: 10/18/2021, 03:17 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPX	Common Stock	Disposed to Issuer	-$1.75M	-84.1K	-100%	$20.85	0	Oct 14, 2021	Direct	F1, F2
transaction	GPX	Common Stock	Disposed to Issuer	-$33.4K	-1.6K	-100%	$20.85	0	Oct 14, 2021	GP 401(k) Plan	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 15, 2021, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Learning Technologies Group plc, a public limited company incorporated in England and Wales ("LTG"), Learning Technologies Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of LTG ("US Holdco"), and Gravity Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of US Holdco ("Merger Sub"), pursuant to which each share of common stock of the Issuer was converted into the right to receive a cash payment equal to the per share merger consideration of $20.85.
F2	Represents 8,660 shares of common stock disposed of pursuant to the Merger Agreement, 16,556 Restricted Stock Units disposed of pursuant to the Merger Agreement, and 58,836 Performance Stock Units disposed of pursuant to the Merger Agreement.

Content

On July 15, 2021, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Learning Technologies Group plc, a public limited company incorporated in England and Wales ("LTG"), Learning Technologies Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of LTG ("US Holdco"), and Gravity Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of US Holdco ("Merger Sub"), pursuant to which each share of common stock of the Issuer was converted into the right to receive a cash payment equal to the per share merger consideration of $20.85.

Represents 8,660 shares of common stock disposed of pursuant to the Merger Agreement, 16,556 Restricted Stock Units disposed of pursuant to the Merger Agreement, and 58,836 Performance Stock Units disposed of pursuant to the Merger Agreement.