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*
YOVOVICH PAUL G

(Last) (First) (Middle)
676 N. MICHIGAN AVE SUITE 3900

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HACKETT GROUP, INC. [ HCKT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2010
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 05/11/2010 J 187,000 D $0 4,271,450 D(1)(2)(3)(4)(5)(6)(7)(8)
Common Stock 05/11/2010 J 26,400 D $0 532,440 I See Footnotes(1)(2)(3)(4)(5)(6)(7)(8)(9)
Common Stock 05/11/2010 J 6,600 D $0 133,110 I See Footnotes(1)(2)(3)(4)(5)(6)(7)(8)(10)
Common Stock 10,638 I See Footnotes(1)(2)(3)(4)(5)(6)(7)(8)(11)(12)
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
Explanation of Responses:
1. This Form 4 is being filed by (i) Archstone Consulting Netherlands BV ("Archstone BV"); (ii) Archstone Consulting UK Limited ("Archstone Consulting UK"); (iii) Archstone Holdings UK Limited ("Archstone Holdings UK"), in its capacity of sole shareholder of Archstone Consulting UK; (iv) Archstone Consulting International Holdings Cooperatief U.A. ("Cooperatief"), in its capacity of sole member of Archstone Holdings UK and Archstone BV; (v) Archstone International Holdings LLC ("International Holdings"), in its capacity of sole member of Cooperatief; (vi) Archstone Consulting LLC ("Archstone Consulting"), as a direct beneficial owner and in its capacity as sole member of International Holdings; (Continue in footnote 2)
2. (vii) Archstone Intermediate Holdings LLC ("Intermediate Holdings"), in its capacity as a holder of the majority of voting units of Archstone Consulting; (viii) Archstone Holdings LLC ("Archstone Holdings"), in its capacity as a holder of the majority of voting units of Intermediate Holdings; (ix) Lake Capital Partners LP ("Lake Capital"), in its capacity as a holder of the majority of voting units of Archstone Holdings; and (x) Lake Capital Investment Partners LP ("Lake Investment"), in its capacity as general partner of Lake Capital.
3. This Form 4 is also being filed by Paul G. Yovovich ("Yovovich"), in his capacity as a member of the Limited Partner Committee of Lake Investment.
4. This Form 4 is also being filed by Terence M. Graunke ("Graunke"), in his capacity as a member of the Limited Partner Committee of Lake Investment and as a member of the board of directors of Issuer.
5. Each of Graunke, Yovovich, Lake Investment, Lake Capital, Archstone Holdings, Intermediate Holdings, Archstone Consulting, International Holdings, Cooperatief, Archstone Holdings UK, Archstone Consulting UK and Archstone BV may be referred to individually as a "Reporting Person" and collectively as "Reporting Persons".
6. Information with respect to each Reporting Person is given solely by such Reporting Person, and such Reporting Person has no responsibility for the accuracy or completeness of information supplied by another Reporting Person. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
7. On November 10, 2009, Archstone Consulting, Archstone UK and Archstone BV (collectively, the "Sellers") entered into a Asset Purchase Agreement (the "Purchase Agreement") with Issuer and certain of Issuer's subsidiaries pursuant to which Archstone Consulting, Archstone BV and Archstone Consulting UK agreed to sell to the subsidiaries of Issuer substantially all of their assets, in exchange for 4.657 million shares of Issuer's Common Stock. Of the 4.657 millions shares, 1.655 million were subject to forfeiture if the business related to the purchased assets did not achieve certain revenue targets. On May 11, 2010, the Sellers and Issuer reached a settlement, whereby the Sellers agreed to forfeit an aggregate of 220,000 of such shares as follows: (i) Archstone Consulting forfeited 187,000 Issuer shares of which it was the direct beneficial owner, (Continue in footnote 8)
8. (ii) Archstone UK forfeited 6,600 Issuer shares of which it was the direct beneficial owner and (iii) Archstone BV forfeited 24,600 Issuer shares of which it was the direct beneficial owner.
9. These shares are owned directly by Archstone BV.
10. These shares are owned directly by Archstone Consulting UK.
11. These shares are owned directly by Lake Capital Management LLC ("LCM"), which received 10,638 restricted stock units in connection with Terence M. Graunke's services as a director to the Issuer. Yovovich is a member of LCM, which is member managed. As such, Yovovich may be deemed to be a beneficial owner of the shares reported in Table I.
12. Upon vesting of the restricted stock units, LCM will receive shares of common stock on a one-for-one basis. The restricted stock units vest in three equal annual installments beginning on March 12, 2011 and have no expiration date.
Remarks:
This Form 4 is being filed in three parts due to the large number of Reporting Persons and the variance in relationships. This filing is filed by the Reporting Persons listed in Footnote 2 above. An accompanying filing is filed, on the date hereof, by the Reporting Persons listed in Footnote 1 and Footnote 3 above. All filings relate to the same series of transactions described above.
/s/ Paul G. Yovovich by James S. Rowe under a Power of Attorney 05/13/2010
** 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).
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