John G. Sharkey - 28 Jun 2024 Form 4 Insider Report for TSR INC

Footnote 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"), between 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.

Footnote F2

This row reports shares of unvested restricted Common Stock cancelled pursuant to the Merger Agreement, pursuant to which Merger Sub merged into Issuer, effective on June 28, 2024 (the "Effective Time"), with Issuer becoming a wholly owned indirect subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Unvested Restricted Stock Award (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such Unvested Restricted Stock Award, an amount in cash without interest equal to the $13.40, less any applicable tax withholding.