SEC FORM 4

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^*

Pike J Eric

(Last)

(First)

(Middle)

PIKE CORPORATION

100 PIKE WAY

(Street)

MOUNT AIRY

27030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pike Corp [ PIKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/22/2014		J⁽¹⁾		49,946	D	⁽¹⁾	471,827	D
Common Stock	12/22/2014		D		471,827⁽²⁾	D	$12	0	D
Common Stock	12/22/2014		J⁽¹⁾		67,467	D	⁽¹⁾	0	I	See footnote⁽³⁾
Common Stock	12/22/2014		J⁽¹⁾		1,549,253	D	⁽¹⁾	0	I	See footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to buy	$14	12/22/2014		D			428,571⁽⁵⁾	⁽⁶⁾	07/27/2015	Common Stock	428,571	⁽⁵⁾	0	D
Option to buy	$18.41	12/22/2014		D			27,159⁽⁵⁾	⁽⁶⁾	11/01/2016	Common Stock	27,159	⁽⁵⁾	0	D
Option to buy	$14.25	12/22/2014		D			98,475⁽⁵⁾	⁽⁶⁾	10/01/2018	Common Stock	98,475	⁽⁵⁾	0	D
Option to buy	$11.33	12/22/2014		D			112,917⁽⁵⁾	⁽⁶⁾	09/01/2019	Common Stock	112,917	⁽⁵⁾	0	D
Option to buy	$9.61	12/22/2014		D			116,603⁽⁵⁾	⁽⁶⁾	03/01/2021	Common Stock	116,603	⁽⁵⁾	0	D
Restricted Stock Units	$0	12/22/2014		D			20,847⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	20,847	$0	0	D
Option to Buy	$9.22	12/22/2014		D			130,108⁽⁵⁾	⁽⁹⁾	03/01/2022	Common Stock	130,108	⁽⁵⁾	0	D
Restricted Stock Units	$0	12/22/2014		D			69,012⁽⁷⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	69,012	$0	0	D

Explanation of Responses:

1. Pursuant to the Rollover and Equity Financing Commitment Letter, dated August 4, 2014 (the "J. Eric Pike Equity Commitment Letter"), among the reporting person, Takuan, LLC and the Joe B. / Anne A. Pike Generation Skipping Trust (the "J. Eric Pike Investors") and Pioneer Parent, Inc. ("Parent"), the J. Eric Pike Investors contributed these shares to Parent (the "Rollover") in exchange for a number of shares of Parent's common stock calculated in accordance with the J. Eric Pike Equity Commitment Letter, and effective as of the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of August 4, 2014, among the Issuer, Parent and Pioneer Merger Sub, Inc. (the "Merger Agreement"). For the purposes of the Rollover, the J. Eric Pike Investors' shares of the Issuer's common stock were valued at $12.00 per share.

2. Pursuant to the Merger Agreement, these shares were cancelled and converted into the right to receive $12.00 in cash per share, without interest and less any applicable withholding taxes.

3. These shares were owned directly by the Joe B. / Anne A. Pike Generation Skipping Trust, of which Mr. Pike is a trustee. Mr. Pike expressly disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

4. These shares were owned directly by Takuan, LLC, an entity controlled by Mr. Pike.

5. Pursuant to the Merger Agreement, each of these options became fully vested and was cancelled and converted into the right to receive cash consideration, without interest and less any applicable withholding taxes, equal to the product of (i) the number of shares of the Issuer's common stock subject to the option and (ii) the excess, if any, of $12.00 over the per share exercise price of the option.

6. All of these options were vested and exercisable as of December 22, 2014.

7. Pursuant to the Merger Agreement, these restricted stock units became fully vested and were cancelled and converted into the right to receive $12.00 in cash per share of the Issuer's common stock subject to such restricted stock units, without interest and less any applicable withholding taxes.

8. These restricted stock units would have vested on February 1, 2015 and, pursuant to the terms of the grant, would have been settled in cash.

9. 86,738 of these options were vested and exercisable as of December 22, 2014 and 43,370 of these options would have vested on March 1, 2015.

10. These restricted stock units would have vested in equal amounts on January 30 of each of 2015 and 2016 and, pursuant to the terms of the grant, would have been settled in cash.

	/s/ James R. Wyche by power of attorney for J. Eric Pike	12/23/2014
	** 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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