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
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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*
Harper Timothy J

(Last) (First) (Middle)
6600 PORT ROAD

(Street)
GROVEPORT OH 43125

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PINNACLE DATA SYSTEMS INC [ PNS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
COO
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 01/30/2012 D 2,000(1) D $2.4 0 D
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
Stock option $1.45 01/30/2012 D 10,000(2) 03/17/2009 03/17/2018 Common stock 10,000 $1.45 237,500 D
Stock option $1.45 01/30/2012 D 18,000 03/17/2010 03/17/2018 Common stock 18,000 $1.45 219,500 D
Stock option $1.45 01/30/2012 D 22,000 03/17/2011 03/17/2018 Common stock 22,000 $1.45 197,500 D
Stock option $1.9 01/30/2012 D 10,000 05/16/2009 05/16/2018 Common stock 10,000 $1.9 187,500 D
Stock option $1.9 01/30/2012 D 18,000 05/16/2010 05/16/2018 Common stock 18,000 $1.9 169,500 D
Stock option $1.9 01/30/2012 D 22,000 05/16/2011 05/16/2018 Common stock 22,000 $1.9 147,500 D
Stock option $1 01/30/2012 D 2,500 08/11/2009 08/11/2018 Common stock 2,500 $1 145,000 D
Stock option $1 01/30/2012 D 5,000 08/11/2010 08/11/2018 Common stock 5,000 $1 140,000 D
Stock option $1 01/30/2012 D 7,500 08/11/2011 08/11/2018 Common stock 7,500 $1 132,500 D
Stock option $1 01/30/2012 D 10,000 08/11/2012 08/11/2018 Common stock 10,000 $1 122,500 D
Stock option $0.51 01/30/2012 D 7,500 05/26/2010 05/26/2019 Common stock 7,500 $0.51 115,000 D
Stock option $0.51 01/30/2012 D 7,500 05/26/2011 05/26/2019 Common stock 7,500 $0.51 107,500 D
Stock option $0.51 01/30/2012 D 7,500 05/26/2012 05/26/2019 Common stock 7,500 $0.51 100,000 D
Stock option $0.6 01/30/2012 D 10,000 03/05/2011 03/05/2020 Common stock 10,000 $0.6 90,000 D
Stock option $0.6 01/30/2012 D 20,000 03/05/2012 03/05/2020 Common stock 20,000 $0.6 70,000 D
Stock option $0.6 01/30/2012 D 30,000 03/05/2013 03/05/2020 Common stock 30,000 $0.6 40,000 D
Stock option $0.6 01/30/2012 D 40,000 03/05/2014 03/05/2020 Common stock 40,000 $0.6 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated November 10, 2011 ("Merger Agreement") by and among Pinnacle Data Systems, Inc. (the "Company"), Avnet, Inc. ("Avnet") and AIR Acquisition Corp., a wholly-owned subsidiary of Avnet ("Merger Sub"), on January 30, 2012, Merger Sub merged with and into the Company (the "Merger"), and effective upon the consummation of the Merger each share of common stock of the Company that was issued and outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive $2.40 in cash, without interest.
2. Pursuant to the Merger Agreement, each issued and outstanding option to purchase shares of Company common stock was vested in full as of immediately prior to the Merger, and each holder of an option has the right to receive an amount in cash equal to the excess, if any, of $2.40 (without interest) over the exercise price per share of such option.
John D. Bair 01/31/2012
** 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).
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