Statement of Changes in Beneficial Ownership (4)
August 15 2017 - 4:26PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LOMBARDI PAUL V
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2. Issuer Name
and
Ticker or Trading Symbol
NCI, Inc.
[
NCIT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NCI, INC., 11730 PLAZA AMERICA DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2017
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(Street)
RESTON, VA 20190
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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8/12/2017
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U
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4000
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Class A Common Stock Option (Right to Buy)
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$4.04
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8/15/2017
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D
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15000
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6/6/2015
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6/6/2019
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Class A Common Stock
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15000
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(2)
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0
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D
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Non-Qualified Class A Common Stock Option (Right to Buy)
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$4.51
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8/15/2017
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D
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10000
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6/5/2016
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6/5/2020
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Class A Common Stock
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10000
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(2)
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0
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D
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Non-Qualified Class A Common Stock Option (Right to Buy)
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$9.52
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8/15/2017
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D
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5000
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6/11/2017
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6/11/2021
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Class A Common Stock
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5000
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(2)
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0
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D
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Non-Qualified Class A Common Stock Option (Right to Buy)
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$10.82
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8/15/2017
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D
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5000
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(3)
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6/3/2022
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Class A Common Stock
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5000
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(2)
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0
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D
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Non-Qualified Class A Common Stock Option (Right to Buy)
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$13.29
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8/15/2017
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D
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5000
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(4)
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6/1/2023
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Class A Common Stock
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5000
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(2)
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0
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D
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Explanation of Responses:
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(1)
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The Reporting Person tendered the shares in exchange for $20.00 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer made pursuant to the Agreement and Plan of Merger, dated July 2, 2017, by and among the Issuer, Cloud Intermediate Holdings, LLC and Cloud Merger Sub, Inc. (the "Merger Agreement").
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(2)
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Each of these options was canceled pursuant to the terms of the Merger Agreement and converted into the right to receive an amount in cash equal to the product of (a) the excess of $20.00 over the exercise price of this option, and (b) the number of shares subject to such option.
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(3)
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These options were granted on 06/03/2015. As of June 3, 2017 (the second anniversary of the grant), 66 2/3% of these options had vested. The remaining 33 1/3% would have vested on June 3, 2018.
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(4)
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These options were granted on 06/01/2016. As of June 1, 2017 (the first anniversary of the grant), 33 1/3% of these options had vested. The remaining 66 2/3% would have vested in two equal annual installments beginning on the second anniversary of the grant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LOMBARDI PAUL V
C/O NCI, INC.
11730 PLAZA AMERICA DRIVE
RESTON, VA 20190
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X
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Signatures
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/s/ Michele R. Cappello, as Attorney-in-Fact
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8/15/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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