SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Northern Right Capital Management, L.P.

(Last) (First) (Middle)
10 CORBIN DRIVE, 3RD FLOOR

(Street)
DARIEN CT 06820

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTEVAC INC [ IVAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Member of a 13D 10% group
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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 11/12/2015 S 1,128,605 D $4.98 0 I See footnotes (1) (4) (5)
Common Stock 11/12/2015 S 354,566 D $4.98 0 I See footnotes (2) (4) (5)
Common Stock 779,801 I See footnotes (3) (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Non-Qualified Stock Options $5.62 06/04/2016 06/04/2022 Common Stock 13,000 13,000 (6) D
1. Name and Address of Reporting Person*
Northern Right Capital Management, L.P.

(Last) (First) (Middle)
10 CORBIN DRIVE, 3RD FLOOR

(Street)
DARIEN CT 06820

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Drapkin Matthew A

(Last) (First) (Middle)
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P. 10 CORBIN DRIVE, 3RD FLOOR

(Street)
DARIEN CT 06820

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Northern Right Capital (QP), L.P.

(Last) (First) (Middle)
10 CORBIN DRIVE, 3RD FLOOR

(Street)
DARIEN CT 06820

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Becker Drapkin Partners SLV, Ltd.

(Last) (First) (Middle)
10 CORBIN DRIVE, 3RD FLOOR

(Street)
DARIEN CT 06820

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BC Advisors LLC

(Last) (First) (Middle)
10 CORBIN DRIVE, 3RD FLOOR

(Street)
DARIEN CT 06820

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Becker Steven R

(Last) (First) (Middle)
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P. 500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
1. Represents Common Stock of the Issuer directly held by Becker Drapkin Partners SLV, Ltd. ("BD SLV").
2. Represents Common Stock of the Issuer directly held by a managed account on behalf of an investment advisory client (the "Managed Account") of Northern Right Capital Management, L.P. ("NRC Management").
3. Represents Common Stock of the Issuer directly held by Northern Right Capital (QP), L.P. ("NRC QP").
4. Represents shares sold to the Issuer pursuant to a Share Purchase Agreement by and among BD SLV, NRC Management and the Issuer, dated as of November 12, 2015.
5. Mr. Becker and Mr. Drapkin may be deemed to beneficially own such Common Stock as each is a member of BC Advisors, LLC, which is the general partner of NRC Management (of which each of Mr. Becker and Mr. Drapkin is a limited partner), and NRC Management is the general partner of, and investment manager for, NRC QP, and the investment manager of each of BD SLV and the Managed Account. Each of Mr. Becker and Mr. Drapkin disclaim beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.
6. In connection with Mr. Drapkin's reelection to the Board of Directors of the Issuer, the Issuer granted these options to Mr. Drapkin. This option grant will vest in full on June 4, 2016.
Remarks:
This filing constitutes an "exit filing" for the Reporting Owners other than Mr. Drapkin, as they are no longer members of a 13D 10% group.
NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin., Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory 11/13/2015
NORTHERN RIGHT CAPITAL (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin., Name: Matthew A. Drapkin, Title: Authorized Signatory 11/13/2015
BECKER DRAPKIN PARTNERS SLV, LTD., By: Northern Right Capital Management, L.P., its investment manager, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin., Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker 11/13/2015
BC ADVISORS, LLC, By: /s/ Matthew A. Drapkin., Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory 11/13/2015
MATTHEW A. DRAPKIN, /s/ Matthew A. Drapkin. 11/13/2015
STEVEN R. BECKER, /s/ Steven R. Becker 11/13/2015
** 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.