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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 2.48 | 12/04/2018 | D(1) | 250,000 | (2) | 05/05/2026 | Common Stock | 250,000 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 2.6 | 12/04/2018 | D(1) | 350,000 | (2) | 10/31/2026 | Common Stock | 350,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FARO DIANE 7450 TILGHMAN STREET, SUITE 170 ALLENTOWN, PA 18106 |
X | Chief Executive Officer |
/s/ Gregory M. Krzemien, Attorney in Fact | 12/10/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The common stock was tendered in exchange for $5.05 per share in the tender offer made pursuant to the Agreement and Plan of Merger, dated as of October 19, 2018 (the "Merger Agreement"), by and among NCR Corporation, Orwell Acquisition Corporation and JetPay Corporation. |
(2) | These options were fully vested at the time of cancellation. |
(3) | At the effective time of the merger under the Merger Agreement, each stock option, whether vested or unvested, outstanding immediately prior to the effective time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of common stock subject to the stock option multiplied by (ii) the excess, if any, of $5.05 over the exercise price of such stock option, less any applicable withholdings. |