Daniel Zeff - Jun 28, 2024 Form 4 Insider Report for TSR INC (TSRI)

Role: 10%+ Owner
Signature: Zeff Capital LP by Zeff Holding Company, LLC, by Daniel Zeff as President
Stock symbol: TSRI
Transactions as of: Jun 28, 2024
Transactions value $: -$5,866,172
Form type: 4
Date filed: 7/9/2024, 05:16 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSRI	Class A Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$5.87M	-438K	-100%	$13.40	0	Jun 28, 2024	Direct	F1

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

Daniel Zeff is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This row reports shares of Common Stock tendered pursuant to the terms of the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto) filed by Vienna Acquisition Corporation ("Merger Sub") in connection with the Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended or supplemented from time to time, the "Merger Agreement"), among TSR, Inc. (the "Issuer") and Merger Sub, which is a wholly owned subsidiary of Vienna Parent Corporation ("Parent"), and Parent. Pursuant to the Merger Agreement, on May 30, 2024, Merger Sub commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of Issuer Common Stock for a purchase price of $13.40 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. On June 28, 2024, Merger Sub accepted all shares of Common Stock tendered in the Offer.

Content

This row reports shares of Common Stock tendered pursuant to the terms of the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto) filed by Vienna Acquisition Corporation ("Merger Sub") in connection with the Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended or supplemented from time to time, the "Merger Agreement"), among TSR, Inc. (the "Issuer") and Merger Sub, which is a wholly owned subsidiary of Vienna Parent Corporation ("Parent"), and Parent. Pursuant to the Merger Agreement, on May 30, 2024, Merger Sub commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of Issuer Common Stock for a purchase price of $13.40 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. On June 28, 2024, Merger Sub accepted all shares of Common Stock tendered in the Offer.

Remarks:

By virtue of the Merger Agreement, the reporting person has ceased being a 10% owner of the Issuer.