Paul Thomas Anthony - 01 Sep 2022 Form 4 Insider Report for CYNERGISTEK, INC

Role
CFO, Secretary
Signature
/s/ Paul Thomas Anthony
Issuer symbol
N/A
Transactions as of
01 Sep 2022
Net transactions value
$0
Form type
4
Filing time
01 Sep 2022, 13:42:11 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTEK Common Stock Award $0 +70,000 +27% $0.000000 327,277 01 Sep 2022 Direct F1
transaction CTEK Common Stock Disposed to Issuer -327,277 -100% 0 01 Sep 2022 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTEK Employee stock option (right to buy) Disposed to Issuer $0 -25,000 -100% $0.000000* 0 01 Sep 2022 Common Stock 25,000 $3.00 Direct F3
transaction CTEK Warrant Disposed to Issuer $0 -25,000 -100% $0.000000* 0 01 Sep 2022 Common Stock 25,000 $3.03 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul Thomas Anthony is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents accelerated vesting and settlement of restricted stock units (RSUs) pursuant to the Merger Agreement (as defined below).
F2 Disposed of pursuant to an Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement") by and among the Issuer, Clearwater Compliance LLC, a Tennessee limited liability company (the "Parent"), and Clearwater Compliance Acquisition Company I, a Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. Each share of common stock exchanged in the Merger will receive cash of $1.25 per share.
F3 Pursuant to the terms of the Merger Agreement, this option, which fully vested on February 3, 2019, was canceled for no consideration at the effective time of the Merger because its exercise price exceeded the per share merger consideration of $1.25 per share.
F4 Pursuant to the terms of the Merger Agreement, this warrant, which was fully vested as of the effective time of the Merger, was canceled for no consideration at the effective time of the Merger.