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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 | ||||||||
Option - Right to Buy | $ 0 | 12/13/2010 | U | 13,000 | (4) | 05/31/2020 | Common Stock | 13,000 | $ 3.25 | 0 | D | ||||
Option - Right to Buy | $ 0 | 12/13/2010 | U | 13,000 | (5) | 05/31/2013 | Common Stock | 13,000 | $ 2.37 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Frumberg Charles C/O EMANCIPATION CAPITAL, LP 825 THIRD AVENUE NEW YORK, NY 10022 |
X |
/s/ Charles Frumberg | 12/13/2010 | |
**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) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among TechTeam Global, Inc. (the "Company"), Stefanini International Holdings Ltd ("Parent") and Platinum Merger Sub, Inc. ("Purchaser"), these shares were tendered pursuant to a tender offer by Purchaser to purchase all outstanding Company common stock for $8.35 a share, without interest, less any withholding taxes. The offer was consummated on December 13, 2010. |
(2) | Pursuant to the Merger Agreement by and among the "Company, Parent and Purchaser, these shares were tendered pursuant to a tender offer by Purchaser to purchase all outstanding Company common stock for $8.35 a share, without interest, less any withholding taxes. The offer was consummated on December 13, 2010. |
(3) | The reporting securities were directly held by Emancipation Capital Master, LTD; which is 100% owned by Emancipation Capital, LP and Emancipation Capital Offshore, LP. Emancipation Management, LLC is the investment manager of Emancipation Master, LTD. Emancipation Capital, LLC is the general partner of Emancipation Capital, LP. Charles Frumberg is the managing member of Emancipation Management, LLC and Emancipation Capital, LLC, and has voting and dispositive power over the securities held by Emancipation Capital Master, LTD. Emancipation Capital, LLC, Emancipation Management, LLC and Mr. Frumberg disclaim beneficial ownership of the securities held by Emancipation Capital Master, LTD. |
(4) | These options, which were outstanding and unexercised immediately prior to the purchase of tendered shares by Purchaser (the "Purchase Time"), to the extent unvested, accelerated, and became fully vested and all such outstanding and unexercised options were immediately cancelled and terminated at the Purchase Time and converted into the right to receive a cash payment of $42,250, representing (a) the excess of $8.35 over the exercise price of each stock option, if any, multiplied by (b) the number of shares subject to such options. |
(5) | These options, which were outstanding and unexercised immediately prior to the Purchase Time, to the extent unvested, accelerated, and became fully vested and all such outstanding and unexercised options were immediately cancelled and terminated at the Purchase Time and converted into the right to receive a cash payment of $30,810, representing (a) the excess of $8.35 over the exercise price of each stock option, if any, multiplied by (b) the number of shares subject to such options. |