Linda Perneau - Apr 22, 2022 Form 4 Insider Report for VOLT INFORMATION SCIENCES, INC. (VOLT)

Role
President and CEO, Director
Signature
/s/ Nancy T. Avedissian, Attorney-in-Fact
Stock symbol
VOLT
Transactions as of
Apr 22, 2022
Transactions value $
-$253,044
Form type
4
Date filed
4/26/2022, 02:43 PM
Previous filing
Sep 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VOLT Common Stock Disposition pursuant to a tender of shares in a change of control transaction -402K -100% 0 Apr 22, 2022 Direct F1

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 VOLT Performance Unit Award $0 +29.1K $0.00* 0 Apr 25, 2022 Common Stock 29.1K $0.00 Direct F2, F3
transaction VOLT Performance Unit Disposed to Issuer $0 -29.1K -100% $0.00* 0 Apr 25, 2022 Common Stock 29.1K $0.00 Direct F4
transaction VOLT Performance Unit Award $0 +251K $0.00* 0 Apr 25, 2022 Common Stock 251K $0.00 Direct F2, F5
transaction VOLT Performance Unit Disposed to Issuer $0 -251K -100% $0.00* 0 Apr 25, 2022 Common Stock 251K $0.00 Direct F4
transaction VOLT Restricted Stock Unit Disposed to Issuer $0 -501K -100% $0.00* 0 Apr 25, 2022 Common Stock 501K $0.00 Direct F6
transaction VOLT Stock Option (right to buy) Disposed to Issuer -$253K -133K -100% $1.90 0 Apr 25, 2022 Common Stock 133K $4.10 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 12, 2022 (the "Merger Agreement"), by and among Vega Consulting, Inc., a Delaware corporation ("Parent"), Vega MergerCo, Inc., a New York corporation and wholly owned subsidiary of Parent, and Volt Information Sciences, Inc., a New York corporation (the "Company"), in exchange for $6.00 per share upon the consummation of the transactions contemplated by the Merger Agreement (the "Merger") or in the related preceding tender offer (the "Tender Offer") at the same price. The Tender Offer expired on April 22, 2022, and the Merger closed on April 25, 2022.
F2 Performance units convert into common stock on a one-for-one basis.
F3 On June 14, 2019, the reporting person was granted 149,769 performance stock units. The performance units were eligible to vest 1/3 in each of the three years following the grant date based on the Company's achievement of certain financial performance goals measured over the applicable fiscal year performance period. At the maximum level of achievement, up to 150% of the units granted were eligible to vest.
F4 Upon consummation of the Merger, these performance units were deemed to be earned and each was cancelled in exchange for a cash payment equal to $6.00.
F5 On June 15, 2021, the reporting person was granted 214,797 performance stock units. The performance units were eligible to vest 1/3 in each of the three years following the grant date based on the Company's achievement of certain financial performance goals measured over the applicable fiscal year performance period. At the maximum level of achievement, up to 150% of the units granted were eligible to vest.
F6 Upon consummation of the Merger, each time-based restricted stock unit was cancelled in exchange for a cash payment equal to $6.00.
F7 Upon consummation of the Merger, each such option was cancelled in exchange for a cash payment equal to the difference between $6.00 and the exercise price of the option.