Statement of Changes in Beneficial Ownership (4)
October 11 2019 - 12:25PM
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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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
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Brooks Christopher S. |
2. Issuer Name and Ticker or Trading Symbol
Monotype Imaging Holdings Inc.
[
TYPE
]
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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) SVP, Interim CFO, Treasurer
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(Last)
(First)
(Middle)
C/O MONOTYPE IMAGING HOLDINGS INC., 600 UNICORN PARK DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2019
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(Street)
WOBURN, MA 01801
(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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10/11/2019
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D(1)
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17839
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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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Stock Option (Right to Buy)
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(2)(3)(4)
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10/11/2019
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D
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2625
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(2)(3)(4)
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(2)(3)(4)
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Common Stock
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2625
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(2)(3)(4)
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0
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D
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Stock Option (Right to Buy)
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(2)(3)(4)
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10/11/2019
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D
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1000
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(2)(3)(4)
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(2)(3)(4)
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Common Stock
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1000
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(2)(3)(4)
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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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This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2019, by and among the Issuer, Marvel Parent, LLC (the "Parent"), and Marvel Merger Sub, Inc., a direct wholly owned subsidiary of the Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of October 11, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Issuer was cancelled and converted into the right to receive $19.85 in cash without interest and subject to applicable withholding taxes.
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(2)
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Pursuant to the Merger Agreement, unless otherwise mutually agreed by the parties to the Merger Agreement or Parent and the applicable option holder, at the Effective Time: (1) each option to purchase shares of company common stock (each, a "Company Option") that is unexpired, unexercised, and outstanding and vested as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the per share price over (B) the per-share exercise price for such Company Option, multiplied by (ii) the total number of shares of company common stock underlying such Company Option, without interest and (2) each Company Option that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time and did not by its terms vest as of the Effective Time was assumed and substituted without any action on the part of the holder (the "Substituted Options"),
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(3)
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(continued from footnote 2) and subject to compliance with Section 409A of the Internal Revenue Code of 1986, the Substituted Options will remain subject to the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time (including, without limitation, all vesting, exercise and forfeiture terms and accelerated vesting on specific terminations of employment, to the extent applicable, and any new terms required to become effective as a result of such assumption and/or substitution under the Company Option award agreement and/or company equity plan), except that upon vesting of any Substituted Options, the holder will be entitled to the amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the per share price over (y) the per-share exercise price for such Company Option, multiplied by (B) the total number of company shares underlying such
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(4)
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(continued from footnote 3) Company Option that would have become vested pursuant to its terms, without interest. If the per-share exercise price of any Company Option is equal to or greater than the per share price, such Company Option will be cancelled without any cash payment or other consideration.
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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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Brooks Christopher S. C/O MONOTYPE IMAGING HOLDINGS INC. 600 UNICORN PARK DRIVE WOBURN, MA 01801
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SVP, Interim CFO, Treasurer
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Signatures
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Janet M. Dunlap, Attorney-in-Fact
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10/11/2019
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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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