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
MEADE INSTRUMENTS CORP [ MEAD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/13/2013 | ||||||||||||||||||||||||||
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 | 09/13/2013 | J(1) | 67,500 | D | $4.5 | 0 | D | |||
COMMON STOCK | 09/13/2013 | J(1) | 68,050 | D | $4.5 | 0 | I | See Footnote(2) |
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 purchase) | $4.4(3) | 09/13/2013 | J(3) | 37,500 | (4) | 03/12/2019 | COMMON STOCK | 37,500 | $0.1 | 0 | D | ||||
STOCK OPTIONS (Right to purchase) | $4.4(3) | 09/13/2013 | J(3) | 25,000 | (4) | 03/12/2019 | COMMON STOCK | 25,000 | $0.1 | 0 | D |
Explanation of Responses: |
1. Effective Septemer 13, 2013, pursuant to that certain Agreement and Plan of Merger, dated as of July 16, 2013 (and amended on August 5, 2013), among the Meade Instruments Corp. (the "Issuer"), Sunny Optics, Inc. ("Sunny") and Sunny Optics Merger Sub, Inc. ("Meger Sub"), Meger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly-owned subsidiary of Sunny (the "Meger"). As consideration for the Meger, the Shares of common stock held by the reporting person, including 50,000 restricted shares of common stock that vested in full upon consummation of the merger, were converted into the right to receive $4.50 per share in cash. |
2. Represents shares held by the Steven G. Murdock Trust u/a/d August 16, 2001 for the benefit of the reporting person. The reporting person is the trustee of the trust. |
3. In conection with the Merger, all options to purchase shares of the Issuer's common stock with exercise prices less than $4.50 held by the reporting person were converted into the right to receive a cash payment equal to the excess of $4.50 over the per share exercise price of such options for each share of the Issuer's common stock subject to such options. |
4. The options vested in four equal installments on each of May 5, 2009, August 8, 2009, November 8, 2009 and February 8, 2010. |
/s/STEVEN G. MURDOCK | 09/16/2013 | |
** 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. |