| 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
ASSET ACCEPTANCE CAPITAL CORP [ AACC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2013 | ||||||||||||||||||||||||||
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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, par value $0.01 per share | 06/13/2013 | D | 3,500 | D | $6.5(1) | 0 | D | |||
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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 | ||||||||
| Option to purchase AACC Common Stock | $4.55 | 06/13/2013 | J | 5,000 | (2) | 05/12/2021 | Common Stock | 5,000 | $1.95(2) | 0 | D | ||||
| Restricted Stock Unit covering AACC Common Stock | $6.5 | 06/13/2013 | J | 15,974 | (3) | (4) | Common Stock | 15,974 | $6.5(3) | 0 | D | ||||
| Deferred Stock Unit covering AACC Common Stock | $6.5 | 06/13/2013 | J | 24,027 | (3) | (4) | Common Stock | 24,027 | $6.5(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of March 6, 2013 (the "Merger Agreement"), by and among Asset Acceptance Capital Corp. ("AACC"), Encore Capital Group, Inc. ("Encore"), and Pinnacle Sub, Inc. ("Merger Sub"), AACC merged with and into Merger Sub (the "Merger"). Upon the effective time of the Merger, each share of AACC common stock was cancelled and exchanged for (i) cash equal to $6.50 per share without interest and less any applicable withholding taxes (the "Cash Consideration"), (ii) subject to proration upon the terms outlined in the merger agreement, 0.2162 shares of Encore common stock per share of AACC common stock or (iii) a combination thereof (the "Merger Consideration"). |
| 2. Pursuant to the Merger Agreement, each option to acquire shares of AACC common stock, whether or not then vested or exercisable, was cancelled and terminated at the effective time of the Merger in exchange for the right to receive, cash consideration in accordance with the terms of the Merger Agreement; provided that if the exercise price per share of any such option is equal to or greater than the Cash Consideration, such option was canceled without any payment or other consideration being made in respect therefore (as a result, options covering 75,042 shares of AACC common stock that were previously granted to Mr. Haider were cancelled and terminated without any compensation being paid therefore). |
| 3. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each restricted stock unit with respect to shares of AACC common stock that was outstanding immediately prior to the effective time of the Merger and each outstanding deferred stock unit was cancelled in exchange for the right to receive from AACC a cash amount equal to the product of (i) the Cash Consideration and (ii) the total number of shares of AACC common stock subject to such restricted or deferred stock unit. |
| 4. Restricted stock units and defend stock units don't expire. |
| /s/ Donald Haider | 06/17/2013 | |
| ** 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. | ||