FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ICX TECHNOLOGIES INC [ ICXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 10/04/2010 | U | 16,876,166 | D | $7.55 | 0 | I | DP1 LLC(1) | ||
Common Stock | 10/04/2010 | U | 2,677,056 | D | $7.55 | 0 | I | Valentis SB, L.P.(1) | ||
Common Stock | 10/04/2010 | U | 1,000,000 | D | $7.55 | 0 | I | Wexford Spectrum Investors LLC(1) | ||
Common Stock | 10/04/2010 | U | 670,000 | D | $7.55 | 0 | I | Wexford Catalyst Investors LLC(1) | ||
Common Stock | 10/04/2010 | U | 260,000 | D | $7.55 | 0 | I | Debello Investors LLC(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Stock Options (Right to Buy) | $5.05 | 10/04/2010 | D | 1,500 | (2) | 09/02/2019 | Common Stock | 1,500 | (2) | 0 | I | See Footnote(2) | |||
Stock Options (Right to Buy) | $5.36 | 10/04/2010 | D | 424 | (2) | 02/01/2016 | Common Stock | 424 | (2) | 0 | I | See Footnote(2) | |||
Stock Options (Right to Buy) | $5.36 | 10/04/2010 | D | 942 | (2) | 02/27/2018 | Common Stock | 942 | (2) | 0 | I | See Footnote(2) | |||
Warrant | $5.36 | 10/04/2010 | D | 127,250 | (3) | 02/03/2016 | Common Stock | 127,250 | (3) | 0 | I | See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Prior to the merger of Indicator Merger Sub, Inc. with and into ICx Technologies, Inc., these securities were owned directly by DP1 LLC, Valentis SB, L.P., Wexford Spectrum Investors LLC, Wexford Catalyst Investors LLC and Debello Investors LLC (the "Companies"). Wexford Capital LP ("Wexford"), as the manager or investment manager of the Companies may have been deemed to beneficially own all the securities which were owned by the Companies. Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs") as the managing members of Wexford's general partner may also have been deemed to beneficially own the securities. Wexford, Davidson and Jacobs each disclaim beneficial ownership of securities held by the Companies and this report shall not be deemed as an admission that they are the beneficial owners of such securities except in the case of Davidson and Jacobs to the extent of their interests in the Companies. |
2. These options were assigned by Jacobs to Wexford and were cancelled in the merger of Indicator Merger Sub, Inc. with and into ICx Technologies, Inc. for a cash payment per underlying share equal to the difference between the exercise price of the option and $7.55. |
3. Prior to the merger of Indicator Merger Sub, Inc. with and into ICx Technologies, Inc., the warrant was owned directly by Valentis SB, L.P. ("Valentis"). Wexford, as the investment manager of Valentis may have been deemed to beneficially own the warrant owned by Valentis. Davidson and Jacobs as the managing members of Wexford's general partner may also have been deemed to beneficially own the warrant. Wexford, Davidson and Jacobs each disclaim beneficial ownership of the warrant held by Valentis and this report shall not be deemed as an admission that they are the beneficial owners of such warrant except in the case of Davidson and Jacobs to the extent of their interests in Valentis. The warrant was cancelled in the merger of Indicator Merger Sub, Inc. with and into ICx Technologies, Inc. for a cash payment per underlying share equal to the difference between the exercise price of the warrant and $7.55. |
Remarks: |
Arthur Amron, Partner and Secretary of Wexford Capital LP | 10/06/2010 | |
Charles E. Davidson | 10/06/2010 | |
Joseph M. Jacobs | 10/06/2010 | |
** 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 Number. |