| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SCX | Class A Common Stock | Disposed to Issuer | -39.3K | -100% | 0 | May 23, 2024 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SCX | Time-Based Restricted Stock Units (Class A Common Stock) | Disposed to Issuer | -9.83K | -100% | 0 | May 23, 2024 | Class A Common Stock | 9.83K | $0.00 | Direct | F2 | ||
| transaction | SCX | Performance-Based RSU (Class A Common Stock) | Disposed to Issuer | -4.62K | -100% | 0 | May 23, 2024 | Class A Common Stock | 4.62K | $0.00 | Direct | F3 |
David T. Allen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated March 8, 2024, by and among the Issuer, Uhu Inc., a Delaware corporation ("Parent") and an affiliate of MiddleGround Capital, and Unicornfish Corp., a Massachusetts corporation ("Merger Sub") and wholly owned subsidiary of Parent, pursuant to which Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Class A common stock, $1.00 per share par value, of the Issuer (the "Class A Common Share") and Class B common stock, $1.00 per share par value (the "Class B Common Share" and, together with Class A Common Share, the "Shares"), that was issued and outstanding prior to the Effective Time, was converted into the right to receive an amount in cash equal to $16.19, without interest (the "Merger Consideration"). |
| F2 | Pursuant to the Merger Agreement, at the Effective Time, each award of restricted stock units with respect to Shares granted under the Issuer's 2012 Long-Term Incentive Plan or the Issuer's 2021 Long-Term Incentive Plan that was subject to vesting conditions based solely on continued employment or service (each, a "Company RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled, and the Reporting Person was entitled to receive an amount in cash, without interest (less applicable tax withholdings), equal to (i) the number of Shares subject to such Company RSU immediately prior to the Effective Time, with any remaining service-based vesting requirements deemed fully satisfied, multiplied by (ii) the Merger Consideration. |
| F3 | Pursuant to the Merger Agreement, at the Effective Time, each award of restricted stock units with respect to Shares granted under a Company Equity Plan that was subject to performance-based vesting conditions (each, a "Company PSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled, and the Reporting Person was entitled to receive an amount in cash, without interest (less applicable tax withholdings), equal to (i) the number of Shares subject to such Company PSU immediately prior to the Effective Time assuming full satisfaction of the performance-based vesting conditions at maximum levels and with any remaining service-based vesting requirements deemed fully satisfied, multiplied by (ii) the Merger Consideration. |