Statement of Changes in Beneficial Ownership (4)
December 23 2019 - 3:50PM
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
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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
*
BRECHER ELLIOT |
2. Issuer Name and Ticker or Trading Symbol
Presidio, Inc.
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PSDO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
ONE PENN PLAZA, SUITE 2832 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/19/2019 |
(Street)
NEW YORK,, NY 10119
(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 | 12/19/2019 | | D | | 500 | D | $16.60 (1) | 0 | D | |
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) | 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 |
Employee Stock Option (right to buy) | $6.29 | 12/19/2019 | | D | | | 19874 (2) | (3) | 10/1/2025 | Common Stock | 19874.0 | (3) | 19872 | D | |
Employee Stock Option (right to buy) | $6.29 | 12/19/2019 | | D | | | 9936 (2) | (3) | 10/1/2025 | Common Stock | 9936.0 | (3) | 9936 | D | |
Employee Stock Option (right to buy) | $6.29 | 12/19/2019 | | D | | | 9936 (2) | (3) | 10/1/2025 | Common Stock | 9936.0 | (3) | 0 | D | |
Employee Stock Option (right to buy) | $14.0 | 12/19/2019 | | D | | | 70000 (2) | (3) | 3/9/2027 | Common Stock | 70000.0 | (3) | 0 | D | |
Employee Stock Option (right to buy) | $14.77 | 12/19/2019 | | D | | | 75000 (2) | (3) | 8/13/2028 | Common Stock | 75000.0 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to that certain Agreement and Plan of Merger, dated as of August 14, 2019, as amended on September 25, 2019 (the "Merger Agreement"), by and among Presidio, Inc. ("Presidio"), BCEC - Port Holdings (Delaware), LP ("Parent") and Port Merger Sub, Inc., each share of common stock of Presidio issued and outstanding at the effective time was converted into the right to receive $16.60 in cash, without interest (the "Merger Consideration"). |
(2) | Pursuant to that certain Subscription Agreement by and between Elliot Brecher and Parent, dated December 19, 2019, Mr. Brecher reinvested $100,000 of his total net option proceeds in exchange for a number of Class A-2 limited partnership units of Parent. |
(3) | Pursuant to the Merger Agreement, each Presidio stock option outstanding immediately prior to the effective time, whether vested or unvested, was accelerated and canceled in exchange for the excess, if any, of the Merger Consideration, less the applicable option exercise price (and less any applicable tax withholdings). |
Remarks: Senior Vice President, General Counsel and Secretary |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BRECHER ELLIOT ONE PENN PLAZA, SUITE 2832 NEW YORK,, NY 10119 |
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| See Remarks |
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Signatures
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/s/ Elliot Brecher | | 12/23/2019 |
**Signature of Reporting Person | Date |
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