Michael R. Dugan - Oct 14, 2021 Form 4 Insider Report for GP STRATEGIES CORP (GPX)

Role
EVP & Chief Financial Officer
Signature
Michael R. Dugan
Stock symbol
GPX
Transactions as of
Oct 14, 2021
Transactions value $
-$1,743,206
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 -$295K -14.1K -17.41% $20.85 67K Oct 14, 2021 Direct F1, F2
transaction GPX Common Stock Disposed to Issuer -$1.4M -67K -100% $20.85 0 Oct 14, 2021 Direct F1, F3
transaction GPX Common Stock Disposed to Issuer -$51.2K -2.46K -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 Reflects Performance Stock Units that, upon closing of the Merger, were converted into the right to receive a cash payment from LTG on December 1, 2022, subject to Mr. Dugan's continued employment through such date.
F3 Represents 6,548 shares of common stock of the Issuer disposed of pursuant to the Merger Agreement, 15,767 Restricted Stock Units disposed of pursuant to the Merger Agreement and 44,709 Performance Stock Units disposed of pursuant to the Merger Agreement.