Statement of Changes in Beneficial Ownership (4)
April 18 2018 - 5:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Berwick Donald M
|
2. Issuer Name
and
Ticker or Trading Symbol
NATIONAL RESEARCH CORP
[
NRCIA/B
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
C/O NATIONAL RESEARCH CORPORATION, 1245 Q STREET
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/17/2018
|
(Street)
LINCOLN, NE 68508
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
(1)
|
4/17/2018
|
|
A
(2)
|
|
5090
|
A
|
(2)
|
5090
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. 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
|
7. Title and Amount of Securities Underlying Derivative Security
(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)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Director Stock Option (Right to Buy)
|
$32.09
|
4/17/2018
|
|
D
|
|
|
6000
|
(2)
|
10/21/2025
|
Class B Common Stock
|
6000
|
(2)
|
0
|
D
|
|
Director Stock Option (Right to Buy)
|
$37.78
|
4/17/2018
|
|
D
|
|
|
6000
|
(2)
|
5/11/2026
|
Class B Common Stock
|
6000
|
(2)
|
0
|
D
|
|
Director Stock Option (Right to Buy)
|
$44.47
|
4/17/2018
|
|
D
|
|
|
6000
|
(2)
|
5/9/2027
|
Class B Common Stock
|
6000
|
(2)
|
0
|
D
|
|
Director Stock Option (Right to Buy)
|
$15.19
|
|
|
|
|
|
|
10/21/2016
|
10/21/2025
|
Common Stock
|
36000
|
|
36000
|
D
|
|
Director Stock Option (Right to Buy)
|
$14.19
|
|
|
|
|
|
|
5/11/2017
|
5/11/2026
|
Common Stock
|
36000
|
|
36000
|
D
|
|
Director Stock Option (Right to Buy)
|
$24.35
|
|
|
|
|
|
|
5/9/2018
|
5/9/2027
|
Common Stock
|
36000
|
|
36000
|
D
|
|
Explanation of Responses:
|
(1)
|
On April 17, 2018, the Issuer completed a recapitalization whereby the Issuer exchanged one share of its then-existing class A common stock, plus $19.59 in cash, without interest, for each share of its then-existing class B common stock and, following such exchange, each share of class A common stock was reclassified as a share of Common Stock (the "Recapitalization").
|
(2)
|
Pursuant to the Recapitalization, all outstanding options to purchase class B common stock were vested in full and cancelled. In exchange for the option, the reporting person received one share of common stock, plus $19.59 in cash for each class B option, less the exercise price per share of the option.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Berwick Donald M
C/O NATIONAL RESEARCH CORPORATION
1245 Q STREET
LINCOLN, NE 68508
|
X
|
|
|
|
Signatures
|
/s/ Russell E. Ryba, Attorney-in-Fact for Donald M. Berwick
|
|
4/18/2018
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
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).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
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.
|
National Research Corp. (delisted) (NASDAQ:NRCIB)
Historical Stock Chart
From Nov 2024 to Dec 2024
National Research Corp. (delisted) (NASDAQ:NRCIB)
Historical Stock Chart
From Dec 2023 to Dec 2024