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

Role: SVP & General Counsel
Signature: James L. Galante
Stock symbol: GPX
Transactions as of: Oct 14, 2021
Transactions value $: -$1,029,615
Form type: 4
Date filed: 10/18/2021, 03:18 PM
Previous filing: May 26, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPX	Common Stock	Disposed to Issuer	-$977K	-46.9K	-100%	$20.85	0	Oct 14, 2021	Direct	F1, F2
transaction	GPX	Common Stock	Disposed to Issuer	-$52.7K	-2.53K	-100%	$20.85	0	Oct 14, 2021	GP 401(k) Plan

* 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 4,298 shares of common stock of the Issuer disposed of pursuant to the Merger Agreement, 8,719 Restricted Stock Units disposed of pursuant to the Merger Agreement and 33,836 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 4,298 shares of common stock of the Issuer disposed of pursuant to the Merger Agreement, 8,719 Restricted Stock Units disposed of pursuant to the Merger Agreement and 33,836 Performance Stock Units disposed of pursuant to the Merger Agreement.