Statement of Changes in Beneficial Ownership (4)
November 20 2017 - 3:48PM
Edgar (US Regulatory)
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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
Estimated average burden
hours per response...
0.5
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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
*
BRILL JAMES L
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2. Issuer Name
and
Ticker or Trading Symbol
ONVIA INC
[
ONVI
]
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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)
509 OLIVE WAY, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2017
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(Street)
SEATTLE, WA 98101
(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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Common Stock
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11/17/2017
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U
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46388
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D
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$9.00
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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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Stock Option (right to buy)
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$6.44
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11/17/2017
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D
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5000
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(1)
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3/31/2018
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.75
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11/17/2017
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D
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1000
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(1)
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9/5/2018
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$3.82
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11/17/2017
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D
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5000
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(1)
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3/31/2019
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$3.90
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11/17/2017
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D
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1000
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(1)
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5/8/2019
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$8.01
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11/17/2017
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D
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5000
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(1)
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3/31/2020
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$6.30
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11/17/2017
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D
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1000
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(1)
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5/7/2020
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.20
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11/17/2017
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D
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5000
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(1)
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3/31/2021
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.00
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11/17/2017
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D
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1000
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(1)
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5/10/2021
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$3.91
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11/17/2017
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D
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5000
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(1)
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3/30/2022
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$3.93
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11/17/2017
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D
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1000
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(1)
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5/31/2022
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$3.83
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11/17/2017
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D
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5000
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(1)
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3/28/2023
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.60
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11/17/2017
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D
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1000
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(1)
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5/9/2023
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$5.34
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11/17/2017
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D
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5000
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(1)
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3/31/2024
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.86
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11/17/2017
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D
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1000
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(1)
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5/6/2024
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.51
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11/17/2017
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D
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5000
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(1)
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3/31/2025
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.51
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11/17/2017
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D
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1000
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(1)
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5/6/2025
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$3.50
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11/17/2017
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D
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5000
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(1)
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3/31/2026
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$3.58
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11/17/2017
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D
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1000
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(1)
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5/18/2026
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Common Stock
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1000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.40
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11/17/2017
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D
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5000
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(1)
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3/31/2027
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Common Stock
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5000
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$0.00
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0
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D
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Stock Option (right to buy)
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$4.50
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11/17/2017
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D
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1000
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(1)
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5/9/2027
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Common Stock
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1000
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$0.00
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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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Onvia, Inc. ("Company") is a party to the Agreement and Plan of Merger, dated as of October 4, 2017 (the "Merger Agreement") by and among the Company, Project Diamond Intermediate Holdings Corp. ("Parent"), the parent company of Deltek, Inc. and Project Olympus Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Parent, pursuant to which, on November 17, 2017, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, all outstanding Company stock options became vested and all Company stock options were converted into cash consideration at the amount of the excess of the merger condition of $9 per share over the exercise price of the option.
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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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BRILL JAMES L
509 OLIVE WAY, SUITE 400
SEATTLE, WA 98101
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X
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Signatures
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/s/ Amy Osler, Attorney-in-Fact for James L. Brill
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11/20/2017
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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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