S-8

As filed with the Securities and Exchange Commission on October 28, 2016

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SAFEGUARD SCIENTIFICS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-1609753
(State of Incorporation)	(I.R.S. Employer ID No.)
170 North Radnor-Chester Road, Suite 200, Radnor, PA 19087
(Address of principal executive offices, including zip code)

2016 Employment Inducement Awards Consisting of Restricted Shares and Restricted Stock Units

(Full title of the plan)

Brian J. Sisko

Chief Operating Officer, Executive Vice President and Managing Director

Safeguard Scientifics, Inc.

170 North Radnor-Chester Road, Suite 200

Radnor, PA 19087

(Name and Address of Agent for Service)

(610) 293-0600

(Telephone Number of Agent for Service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Common Stock, $.10 per share	46,166	$13.0800	$603,851	$69.99

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also registers an additional indeterminate number of shares that may hereinafter be offered or issued pursuant to the 2016 Employment Inducement Awards Consisting of Restricted Shares and Restricted Stock Units (the “Inducement Awards”) to prevent dilution resulting from stock splits, stock dividends, recapitalizations or other similar capital adjustments.

(2) Estimated pursuant to Rule 457(c) and 457(h) under the Securities Act solely for purposes of calculating the registration fee. The fee is computed based upon $13.0800, the average of the high and the low prices for a share of common stock of the Registrant on October 25, 2016, as reported on the New York Stock Exchange.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I of Form S-8 will be sent or given to participants in the plan covered by this registration statement as specified by Securities Act Rule 428(b)(1) promulgated under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents, as filed by Safeguard Scientifics, Inc. (the “Registrant”), with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:

(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

(2)The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016, June 30, 2016, and September 30, 2016.

(3)The Registrant’s Current Reports on Form 8-K filed with the Commission on March 15, 2016, May 19, 2016 and October 20, 2016.

(4)The description of the Registrant’s common stock, par value $.10 per share (the “Common Stock”), contained on Form 8-A as filed with the Commission and amended from time to time.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of each such document. Unless expressly incorporated into this registration statement, a report furnished but not filed on Form 8-K shall not be incorporated by reference into this registration statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein) modifies or supersedes such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be a part hereof after the most recent effective date may modify or replace existing statements contained herein. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Experts

The consolidated financial statements of Safeguard Scientifics, Inc. and subsidiaries as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), contains provisions permitting indemnification of officers and directors of a business corporation incorporated in Pennsylvania. Sections 1741 and 1742 of the PBCL provide that a business corporation may indemnify directors and officers against liabilities and expenses they may incur as such in connection with any threatened, pending or completed civil, administrative or investigative proceeding, provided that the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation unless it is judicially determined that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for specified expenses. Section 1743 of the PBCL provides that the corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions.

Section 1713 of the PBCL permits the shareholders to adopt a bylaw provision relieving a director (but not an officer) of personal liability for monetary damages except where (i) the director has breached the applicable standard of care, and (ii) such conduct constitutes self-dealing, willful misconduct or recklessness. This section also provides that a director may not be relieved of liability for the payment of taxes pursuant to any federal, state or local law or of responsibility under a criminal statute.

Section 1746 of the PBCL provides that the indemnification provisions above are not exclusive of the right to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, except in circumstances where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 1747 of the PBCL permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a representative of another corporation or other enterprise, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Chapter 17, Subchapter D of the PBCL.

Article IX of the Registrant’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles”), provides that a director or officer of the Registrant shall not be personally liable for monetary damages as such (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expense of any nature (including, without limitation, attorneys’ fees and disbursements), for any action taken, or any failure to take any action, unless the director or officer has breached or failed to perform the duties of his or her office under the Articles or the Second Amended and Restated Bylaws (the “Bylaws”) of the Registrant or applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

Article IX of the Registrant’s Bylaws provides, except as expressly prohibited by law, an unconditional right to indemnification for expenses and any liability paid or incurred by any director or officer of the Registrant, or any other person designated by the board of directors as an indemnified representative, in connection with any actual or threatened claim, action, suit or proceeding (including derivative suits) in which he or she may be involved by reason of being or having been a director, officer, employee or agent of the Registrant, or at Registrant’s request, a director, officer, manager, employee, agent, fiduciary or trustee of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise. The Bylaws specifically authorize indemnification against both judgments and amounts paid in settlement of derivative suits, as well as indemnification for punitive damages.

Unlike the provisions of PBCL Section 1744, which sets forth procedures for effecting indemnification (but consistent with Section 1746 of the PBCL), Article IX of the Bylaws does not require the Registrant to determine the availability of indemnification by first following certain prescribed procedures. A person who has incurred an indemnifiable expense or liability has a right to be indemnified independent of any procedures or determinations that otherwise would be required, and that right is enforceable against the Registrant as long as indemnification is not prohibited by law. To the extent indemnification is permitted only for a portion of a liability, the Bylaw provisions require the Registrant to indemnify such portion. If the indemnification provided for in Article IX is unavailable for

any reason in respect of any liability or portion thereof, the Bylaws require the Registrant to make a contribution toward the liability. Indemnification rights under the Bylaws do not depend upon the approval of any future Board of Directors.

Section 4 of Article IX of the Bylaws authorizes the Registrant to further effect or secure its indemnification obligations by entering into indemnification agreements, maintaining insurance, creating a reserve, trust, escrow, cash collateral or other fund or account, granting a security interest in its assets or property, establishing a letter of credit or using any other means that may be available from time to time. The Registrant maintains a directors’ and officers’ liability insurance policy that affords directors and officers with insurance coverage for losses arising from claims based on breaches of duty, negligence, error and other wrongful acts.

Item 7.    Exemption from Registration Claimed.

None.

Item 8.    Exhibits.

A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index immediately following the signature pages and is incorporated herein by reference.

Item 9.    Undertakings.

a. The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)    That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)    Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)    Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

b. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c. That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Radnor, PA on October 28, 2016.

SAFEGUARD SCIENTIFICS, INC.
By:	/s/ Stephen T. Zarrilli
	Stephen T. Zarrilli
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on October 28, 2016.

Each person in so signing also makes, constitutes and appoints Stephen T. Zarrilli and Jeffrey B. McGroarty, and each of them acting alone, his or her true and lawful attorney-in-fact, with full power of substitution, to execute and cause to be filed with the Commission pursuant to the requirements of the Securities Act, any and all amendments and post-effective amendments to this Registration Statement, and including any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his or her substitute or substitutes may do or cause to be done by virtue hereof.

Signature	Title
/s/ Stephen T. Zarrilli
Stephen T. Zarrilli	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Jeffrey B. McGroarty
Jeffrey B. McGroarty	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Mara G. Aspinall
Mara G. Aspinall	Director
/s/ Julie A. Dobson
Julie A. Dobson	Director
/s/ Stephen Fisher
Stephen Fisher	Director
/s/ George MacKenzie
George MacKenzie	Director
/s/ John J. Roberts
John J. Roberts	Director
/s/ Robert J. Rosenthal
Robert J. Rosenthal	Chairman of the Board

EXHIBIT INDEX

Exhibit Number	Description
4.1	Second Amended and Restated Articles of Incorporation of Safeguard Scientifics, Inc. (Incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K, as filed with the Commission on October 25, 2007)
4.2	Amendment to Second Amended and Restated Articles of Incorporation of Safeguard Scientifics, Inc. (Incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K, as filed with the Commission on August 27, 2009)
4.3	Statement with Respect to Shares (Incorporated by reference to Exhibit 3.1 of the Registrant’s quarterly report on Form 10-Q, as filed with the Commission on April 25, 2014)
4.4	Second Amended and Restated Bylaws of Safeguard Scientifics, Inc. (Incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K, as filed with the Commission on October 20, 2016)
5.1†	Opinion of counsel as to legality of securities being registered
23.1 †	Consent of KPMG LLP
23.2†	Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)
24.1 †	Power of Attorney (included with signature page of this Registration Statement)
99.1†	Restricted Stock Grant Agreement - Martina Aufiero
99.2†	Restricted Stock Unit Grant Agreement - Martina Aufiero
99.3†	Restricted Stock Grant Agreement - Scott Snyder
99.4†	Restricted Stock Unit Grant Agreement - Scott Snyder

† Filed herewith

EX-5.1

EXHIBIT 5.1

October 28, 2016

Safeguard Scientifics, Inc.

170 North Radnor-Chester Road

Suite 200

Radnor, PA 19087

Re:    Safeguard Scientifics, Inc. -- Registration Statement on Form S-8 Relating to

2016 Employment Inducement Awards Consisting of Restricted Shares and Restricted Stock Units

Ladies and Gentlemen:

I am Corporate Counsel of Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), and I am delivering this opinion in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of up to 46,166 shares (the “Shares”) of the Company’s common stock, $0.10 par value (the “Common Stock”), to be issued or issuable to Martina Aufiero and Scott Snyder in connection with 2016 employment inducement awards consisting of restricted shares and restricted stock units (the “Inducement Awards”).

I have participated in the preparation of the Registration Statement. In rendering this opinion, I also have examined such certificates, records, statutes and other documents as I have deemed relevant in rendering this opinion. As to matters of fact, I have relied on representations of officers of the Company. In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to me as originals, the conformity with the originals of all documents submitted to me as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to me as copies.

Based upon and in reliance upon the foregoing, I am of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered by the Company in accordance with the terms of the Inducement Awards, will be validly issued, fully paid and non-assessable.

The opinion set forth above is limited to the laws of the Commonwealth of Pennsylvania.

I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and the use of my name wherever it appears in the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ G. Matthew Barnard

G. Matthew Barnard

Corporate Counsel and Secretary

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Safeguard Scientifics, Inc.:

We consent to the use of our reports dated March 4, 2016, with respect to the consolidated balance sheets of Safeguard Scientifics, Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration statement.

/s/ KPMG LLP

Philadelphia, Pennsylvania

October 28, 2016

EX-99.1

Exhibit 99.1

SAFEGUARD SCIENTIFICS, INC.

RESTRICTED STOCK GRANT AGREEMENT

DATE OF GRANT: OCTOBER 28, 2016

This Restricted Stock Grant Agreement (“Grant”) is made to Martina Aufiero (the "Grantee") on this 28^th day of October, 2016, in accordance with the terms of that certain letter agreement between Safeguard Scientifics, Inc. (the “Company”) and Martina Aufiero dated May 10, 2016 (the “Employment Letter”), subject to all of the terms and conditions in this Grant. Although the Grant is not made pursuant to the 2014 Equity Compensation Plan (the “Plan”), except as otherwise provided herein, the Grant shall be subject to the rules of the Plan as if it were a Grant made pursuant to the Plan. Capitalized terms used and not otherwise defined in this Grant document are used herein as defined in the Plan.

1.    Stock Grant.

Subject to the receipt by the Company of a signed “Acceptance of Grant” from Grantee in the form attached hereto (the “Acceptance”), the Company hereby grants to the Grantee 11,799 shares of common stock of the Company, $.10 par value (the “Shares”), for no consideration, on the terms set forth herein and in the Acceptance.

The Company will issue the Shares in the name of the Grantee, which Shares shall be held in a book entry account at the Company’s transfer agent (“Transfer Agent”) and shall be subject to restrictions on transfer as set forth in this Grant.

The Shares granted hereby are conditioned upon your acknowledgment and agreement that such Shares are subject to recapture (“Clawback”) by the Company in the event of any error, mistake, wrongdoing or negligence in the granting or vesting of such Shares, as the Compensation Committee may determine is appropriate, in its discretion, including, but not limited to, application of a Clawback provision or other provisions pursuant to policies developed by the Board.

2.    Acceptance by the Grantee; Deposit of Shares into Escrow.

The Grantee shall signify acceptance of the Grant by delivering to the Company:

(a)    a copy of the Acceptance of Grant which has been executed by the Grantee; and

(b)    if, after consulting with his or her personal tax and financial advisor, the Grantee has determined that an 83(b) election should be made, one executed copy of an 83(b) election statement (the required elements of this statement can be found in Internal Revenue Service Bulletin 2012-28). Note: the Grantee is responsible for filing this statement with the Internal Revenue Service no later than 30 days from the date of Grant.

Upon receipt from the Grantee of the foregoing items, the Company shall cause Transfer Agent to issue the Shares in Grantee’s name, in a book entry account, to be held in accordance with the terms of this Grant.

3.    Vesting and Forfeiture of Unvested Shares.

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(a)    Grantee shall acquire a vested interest in, and the forfeiture provisions of this paragraph shall lapse with respect to, the Shares as follows:

25% of the shares on July 15, 2017;

75% of the shares in 12 equal quarterly installments commencing on October 15, 2017, and on the fifteenth day of each January, April, July and October thereafter.

(b)    In the event that the Grantee (i) ceases to be employed by the Company or (ii) otherwise ceases to provide agreed-to-in-writing services to the Company for any reason (including the Grantee’s death or permanent disability) other than as set forth below, the Grantee shall forfeit all Shares in which the Grantee is not vested at the time of his or her cessation of employment or service (hereinafter referred to as the “Unvested Shares”). Notwithstanding the foregoing, unless more favorable vesting terms are provided in a written agreement between the Grantee and the Company, in the event the Grantee’s employment or other agreed-to-in-writing service with the Company is terminated by the Company without cause (as defined below), the Unvested Shares shall continue to vest, and the restrictions with respect to the Unvested Shares shall continue to lapse, for the period during which the Grantee continues to be paid any severance amounts by the Company.

For purposes of this Grant, “cause” shall mean (i) Grantee’s failure to adhere to any written Company policy, Grantee’s breach of any agreement entered into with the Company or Grantee’s willful misconduct in connection with the performance of Grantee’s duties and responsibilities as an employee, board member or advisor of the Company, in each case if Grantee has been given an opportunity to comply with such policy or cure such breach or misconduct within a ten-day period following notice thereof; (ii) Grantee’s misappropriation (or attempted misappropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iii) Grantee’s misappropriation (or attempted misappropriation) of any Company funds or property; (iv) Grantee’s fraud or dishonesty that results in a loss, damage or injury to the Company; (v) Grantee’s use or disclosure of any trade secret or confidential information of the Company not in furtherance of Company business; or (vi) Grantee’s conviction of, or Grantee’s entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment or which would cause harm to the reputation of the Company.

(c)    Early Vesting Upon a Change-of-Control Termination. Notwithstanding the other vesting provisions contained in this Section 3, but subject to the other terms and conditions set forth herein, upon a Change-of-Control Termination (as defined below), all of the Unvested Shares shall become immediately and unconditionally vested, and the forfeiture provisions with respect to all of the Unvested Shares shall lapse. For purposes of this Grant, a (i) Change-of-Control shall have the meaning as defined in the Grantee's employment or other written agreement with the Company, or, if no such agreement is in effect, the meaning as defined in the Plan; and (ii) a Change-of-Control Termination shall have the meaning as defined in the Grantee’s employment or other written agreement with the Company, or, if no such agreement is in effect, the Grantee’s termination of employment by the Company without cause upon the occurrence of a Change of Control.

4.    Restrictions.

(a)    Unvested Shares. No Shares will be delivered to the control of Grantee until they have become vested. Upon receipt of the taxes which the Company is required to withhold as set forth in

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Section 7 below, the Company shall deliver to the Grantee the Vested Shares, which Shares shall be delivered in the form of an unrestricted book entry account at the Transfer Agent registered in the Grantee's name or by electronic delivery to such brokerage account as may be designated by Grantee. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of any Unvested Shares until the scheduled Vesting Date and then only after all applicable withholding taxes have been paid by the Grantee.

(b)    Impermissible Transfers Void. Any attempt to assign, transfer, pledge or otherwise dispose of any Shares contrary to the provisions of this Grant, and the levy of any execution, attachment or similar process upon any Unvested Shares, shall be null and void and without effect.

5.    Effect of Changes in Shares.

If any change is made to the common stock of the Company by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, exchange of shares, or any other change in capital structure made without receipt of consideration, then any new, substituted, or additional securities distributed with respect to the Shares shall be immediately subject to the restrictions imposed upon the Shares to the same extent that the Shares immediately prior thereto have been covered by such provisions.

6.    Voting of Shares; Dividends.

The Grantee shall be entitled to exercise all voting rights in connection with the Shares.

Effective as of the date on which the Grantee signifies acceptance of the Shares, the Grantee shall be entitled to receive any dividends, rights or other distributions payable to stockholders of record of the Company on and after the date of such acceptance; provided, however, that the Grantee shall not have any dividend rights or any other rights whatsoever with respect to any Shares which are forfeited in accordance with the terms of this Agreement.

7.    Withholding of Taxes.

The Company shall have the right to require the Grantee to pay to the Company, in cash, the amount of any taxes which the Company is required to withhold in respect of this Grant or to take whatever action it deems necessary to protect the interests of the Company in respect of such tax liabilities, including, without limitation, withholding a portion of the Shares, selling for Grantee’s account a portion of the Shares and applying the net proceeds thereof to the payment of such taxes, or deducting from other wages, bonuses or other amounts payable to the Grantee by the Company, any federal, state or local taxes required by law to be withheld with respect to such Grant.

8.    No Contract for Employment.

Nothing contained in this Grant shall be deemed to require the Company to continue the Grantee's employment or other service to the Company. Except as may be provided in a written employment contract executed by a duly authorized officer of the Company, the Grantee shall at all times be an “employee-at-will” of the Company, and the Company may discharge the Grantee at any time for any reason, with or without cause.

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9.    Administration.

This Grant is made separate from the Plan as an inducement to accept employment pursuant to the Employment Letter. Notwithstanding the preceding sentence, except to the extent otherwise stated in this Grant document or to the extent the context otherwise requires, this Grant shall be interpreted as if it has been granted pursuant to the Plan. All questions of interpretation and application of the Plan and of this Grant shall be determined by the Compensation Committee of the Company’s Board of Directors, in its discretion, and any such determination shall be final and binding upon all persons. The validity, construction and effect of this Grant shall be determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the principles of conflicts of law thereof.

SAFEGUARD SCIENTIFICS, INC.
By:	/s/ Stephen T. Zarrilli
	Stephen T. Zarrilli
	President & Chief Executive Officer

4

ACCEPTANCE OF GRANT

Martina Aufiero (the “Grantee”) acknowledges and agrees with the terms and conditions of the attached Grant document pursuant to which Safeguard Scientifics, Inc. (the “Company”) has granted to the Grantee 11,799 shares of common stock of the Company, $.10 par value (the “Shares”).

As a condition to the issuance of the Shares, the Grantee hereby represents and warrants to the Company and agrees with the Company as follows:

1.    Disposition of Shares. The Grantee hereby agrees not to sell, assign, transfer, pledge or otherwise dispose of any portion of the Shares unless and until the Grantee shall have complied with all of the requirements of the Grant.

2.    Section 83(b) Election. The Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the difference between the purchase price (if any) paid for the Shares and their fair market value on the date of vesting would be reportable as ordinary income at such time. The Grantee understands that by filing an election with the Internal Revenue Service pursuant to Section 83(b) of the Code within 30 days after the date of Grant, in lieu of the foregoing, the Grantee will be taxed at the time the Shares are granted to the Grantee on the fair market value of the Shares.

The Section 83(b) election, which may avoid adverse tax consequences in the future, must be made within the 30-day period after the date of Grant. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE'S SOLE RESPONSIBILITY TO SEEK ADVICE REGARDING SECTION 83(b). THE GRANTEE REPRESENTS THAT HE OR SHE IS RELYING SOLELY ON HIS OR HER ADVISORS WITH RESPECT TO THIS SECTION 83(b) ELECTION, AND THE COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION THEREWITH.

3.    Withholding of Taxes. The Grantee understands that the Company shall have the right to require the Grantee to pay to the Company the amount of any taxes which the Company is required to withhold in respect of this Grant or to take whatever action it deems necessary to protect the interests of the Company in respect of such tax liabilities, including, without limitation, withholding a portion of the Shares, selling for Grantee’s account a portion of the Shares and applying the net proceeds thereof to the payment of such taxes, or deducting from other wages, bonuses or other amounts payable to the Grantee by the Company, any federal, state or local taxes required by law to be withheld with respect to such Grant.

The Grantee understands that Vested Shares will not be released to the Grantee until such time as the Company has received any taxes that the Company is required to withhold in respect of the Vested Shares.

4.    Acceptance of Grant; Forfeiture, Cancellation and Recovery. I hereby accept the Grant described herein, and agree to be bound by the terms, conditions, and restrictions of such Grant as set forth in the attached Grant document, the Plan and the Company’s policies, as in effect from time to time, relating to the administration of the Plan and/or the Company’s compensation policies and practices. I hereby acknowledge receipt of a copy of the Plan and the prospectus relating to the issuance of the Shares. I understand that a Grant (and its proceeds) may be forfeited, cancelled or recovered by the Company in certain circumstances, including pursuant to any and all clawback, anti-hedging and other applicable policies currently in effect or adopted by the Company in the future made applicable to this Grant without requirement of my consent to such policies.

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The Grantee, intending to be legally bound hereby, has executed this Acceptance of Grant as of the date set forth below.

Dated: October 28, 2016
	GRANTEE:

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EX-99.2

Exhibit 99.2

SAFEGUARD SCIENTIFICS, INC.

RESTRICTED STOCK UNIT GRANT AGREEMENT

DATE OF GRANT: OCTOBER 28, 2016

This Restricted Stock Unit Grant Agreement (“RSU Grant”) is made to Martina Aufiero (the "Grantee") on this 28^th day of October, 2016, in accordance with the terms of that certain letter agreement between Safeguard Scientifics, Inc. (the “Company”) and Martina Aufiero dated May 10, 2016 (the “Employment Letter”), subject to all of the terms and conditions in this RSU Grant. Although the RSU Grant is not made pursuant to the 2014 Equity Compensation Plan (the “Plan”), except as otherwise provided herein, the Grant shall be subject to the rules of the Plan as if it were a RSU Grant made pursuant to the Plan. Capitalized terms used and not otherwise defined in this RSU Grant document are used herein as defined in the Plan.

1.    RSU Grant.

Subject to the terms and conditions set forth in this RSU Grant and the Plan, the Company hereby grants to the Grantee 11,799 restricted stock units (the “RSUs”). Each RSU represents the right to receive one share of common stock of the Company, $.10 par value (the “Common Stock”), for no consideration, on the terms set forth herein.

2.    Rights of the Grantee with Respect to the RSUs.

(a)    No Shareholder Rights. The RSUs granted pursuant to this RSU Grant do not and shall not entitle the Grantee to any rights of a shareholder of Common Stock. The rights of the Grantee with respect to the RSUs shall remain forfeitable in accordance with the terms hereof and of the Plan at all times prior to the date on which such RSUs become vested, and the forfeiture provisions with respect to the RSUs lapse, in accordance with Section 3 of this RSU Grant, except to the extent otherwise specified in the Grantee’s employment or service contract with the Company, if any, in which case such employment or service contract shall control.

(b)     Conversion/Settlement of RSUs; Issuance of Common Stock. No shares of Common Stock shall be issued to the Grantee prior to the date on which the RSUs vest, and the forfeiture provisions with respect to the RSUs lapse, in accordance with Section 3. Neither this Section 2(b) nor any action taken pursuant to or in accordance with this Section 2(b) shall be construed to create a trust of any kind. As of the date upon which the RSUs vest as provided herein, and subject to Section 6 of this RSU Grant, the Company shall cause to be registered in the Grantee’s name, in a book entry account at the Company’s transfer agent, that number of shares of Common Stock underlying the vested RSUs. The unrestricted shares of Common Stock will be delivered to the Grantee as soon as practicable after the applicable vesting date, but no later than two and one-half months following such vesting date.

(c)    Clawback. The RSUs have been granted conditioned upon your acknowledgment and agreement that such RSUs are subject to recapture (“Clawback”) by the Company in the event of any error, mistake, wrongdoing or negligence in the granting or vesting of such RSUs, as the Compensation Committee may determine is appropriate, in its discretion, including, but not limited to, application of a Clawback provision or other provisions pursuant to policies developed by the Board.

3.    Vesting and Forfeiture of Unvested RSUs.

(a)    To the extent that any of the RSUs have not vested prior to such date, the RSUs shall be deemed forfeited on the tenth anniversary of the date hereof.

(b)    In the event that the Grantee (i) ceases to be employed by the Company or (ii) otherwise ceases to provide agreed-to-in-writing services to the Company for any reason (including the Grantee’s

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death or permanent disability) other than as set forth below, the Grantee shall forfeit all RSUs in which the Grantee is not vested at the time of his or her cessation of employment or service (hereinafter referred to as the “Unvested RSUs”). Notwithstanding the foregoing, unless more favorable vesting terms are provided in a written agreement between the Grantee and the Company, in the event the Grantee’s employment or other agreed-to-in-writing service with the Company is terminated by the Company without cause (as defined below), the RSUs shall continue to vest, and the restrictions with respect to the RSUs shall continue to lapse, for the period during which the Grantee continues to be paid any severance amounts by the Company.

For purposes of this RSU Grant, “cause” shall mean (i) Grantee’s failure to adhere to any written Company policy, Grantee’s breach of any agreement entered into with the Company or Grantee’s willful misconduct in connection with the performance of Grantee’s duties and responsibilities as an employee, board member or advisor of the Company, in each case if Grantee has been given an opportunity to comply with such policy or cure such breach or misconduct within a ten-day period following notice thereof; (ii) Grantee’s misappropriation (or attempted misappropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iii) Grantee’s misappropriation (or attempted misappropriation) of any Company funds or property; (iv) Grantee’s fraud or dishonesty that results in a loss, damage or injury to the Company; (v) Grantee’s use or disclosure of any trade secret or confidential information of the Company not in furtherance of Company business; or (vi) Grantee’s conviction of, or Grantee’s entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment or which would cause harm to the reputation of the Company.

(c)    Basic Vesting. If the Grantee remains employed by or otherwise continues providing agreed-to-in-writing service to the Company through the applicable vesting events, Grantee shall acquire a vested interest in, and the forfeiture provisions of this Section 3 shall lapse, in accordance with the 2016 Capital Return Vesting Model (based on the Company’s cash-on-cash returns related to a pool of new partner companies), or such other vesting method that the Compensation Committee defines in connection with the 2016 annual equity grant process, as determined by the Committee in its sole discretion.

(d)    Early Vesting Upon a Change-of-Control Termination. Notwithstanding the other vesting provisions contained in this Section 3, but subject to the other terms and conditions set forth herein, upon a Change-of-Control Termination (as defined below), all of the RSUs shall become immediately and unconditionally vested, and the forfeiture provisions with respect to all of the RSUs shall lapse. For purposes of this RSU Grant, a (i) Change-of-Control shall have the meaning as defined in the Grantee's employment or other written agreement with the Company, or, if no such agreement is in effect, the meaning as defined in the Plan; and (ii) a Change-of-Control Termination shall have the meaning as defined in the Grantee’s employment or other written agreement with the Company, or, if no such agreement is in effect, the Grantee’s termination of employment by the Company without cause upon the occurrence of a Change of Control.

4.    Assignment and Transfer.

Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this RSU Grant may not be sold, assigned, encumbered or otherwise transferred. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the RSUs or any right hereunder, except as provided for in this RSU Grant, or in the event of the levy or any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the RSUs by notice to the Grantee, and the RSUs and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries and affiliates. This RSU Grant may be assigned by the Company without the Grantee’s consent.

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5.    Change of Control.

Except as set forth in Section 3(d) above, the provisions of the Plan applicable to a Change of Control shall apply to the RSUs, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

6.    Withholding of Taxes.

The Grantee shall be required to deposit with the Company (or have withheld from amounts otherwise payable to the Grantee by the Company) an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in connection with the award or settlement of the RSUs. The Company may take whatever action it deems necessary to protect the interests of the Company in respect of such tax liabilities, including, without limitation, withholding the required amounts from the Grantee’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises, withholding a portion of the shares of Common Stock issuable upon settlement of the RSUs, selling for the Grantee’s account a portion of such shares of Common Stock and applying the net proceeds thereof to the payment of such taxes, or deducting from other wages, bonuses or other amounts payable to the Grantee by the Company, any federal, state or local taxes required by law to be withheld with respect to such RSU Grant.

The Company shall not deliver any of the shares of Common Stock issuable upon settlement of the RSUs until and unless the Grantee has made the deposit required herein or proper provision for required withholding has been made.

7.    Grant Subject to Plan Provisions; Entire Agreement.

This RSU Grant is made separate from the Plan as an inducement to accept employment pursuant to the Employment Letter. Notwithstanding the preceding sentence, except to the extent otherwise stated in this RSU Grant or to the extent the context otherwise requires, this RSU Grant shall be interpreted as if it has been granted pursuant to the Plan. This RSU Grant is subject to the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Compensation Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the shares issuable upon settlement of the RSUs, (iii) capital or other changes of the Company, and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the RSUs pursuant to the terms of this RSU Grant and the Plan, and its decisions shall be conclusive as to any questions arising hereunder. Other than as specifically referred to in Section 3 above, this RSU Grant represents the entire agreement between the parties with respect to the RSUs and may only be modified or amended in a writing signed by both parties.

8.    No Employment or Other Rights.

The grant of the RSUs shall not confer upon the Grantee any right to be retained by or in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee's employment or service at any time, subject to the terms of such employment agreement as may be in effect between the Grantee and the Company. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any formal employee manual or handbook) shall be construed to modify this RSU Grant or to create express or implied obligations to the Grantee of any nature.

9.    Applicable Law.

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The validity, construction, interpretation and effect of this RSU Grant shall be governed by and determined in accordance with the laws of the Commonwealth of Pennsylvania. This RSU Grant is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption, and payments may only be made under this RSU Grant upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. To the maximum extent permitted under Section 409A of the Code, the benefits provided under this RSU Grant are intended to be subject to a “substantial risk of forfeiture” under Section 409A of the Code, and will be paid within the “short-term deferral period” following the lapse of the applicable forfeiture conditions. In no event may the Grantee, directly or indirectly, designate the calendar year of a payment. Notwithstanding anything in this RSU Grant to the contrary, if required by Section 409A of the Code, if the Grantee is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any amounts under this RSU Grant is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Grantee dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death.

10.     Notice.

Any notice to the Company provided for in this RSU Grant shall be addressed to the Company in care of the General Counsel at 170 North Radnor-Chester Road, Suite 200, Radnor, PA 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand or by a recognized courier service such as FedEx or UPS, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

SAFEGUARD SCIENTIFICS, INC.
By:	/s/ Stephen T. Zarrilli
	Stephen T. Zarrilli
	President & Chief Executive Officer

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ACCEPTANCE OF GRANT

I hereby accept the RSU Grant described herein, and agree to be bound by the terms, conditions, and restrictions of such RSU Grant as set forth in the attached RSU Grant document, the Plan and the Company’s policies, as in effect from time to time, relating to the administration of the Plan and/or the Company’s compensation policies and practices. I hereby acknowledge receipt of a copy of the Plan and the prospectus relating to the issuance of the shares subject to such RSU Grant.

I understand that an RSU Grant (and its proceeds) may be forfeited, cancelled or recovered by the Company in certain circumstances, including pursuant to any and all clawback, anti-hedging and other applicable policies currently in effect or adopted by the Company in the future made applicable to this RSU Grant without requirement of my consent to such policies. I hereby agree that all of the decisions and determinations of the Committee with respect to the RSU Grant shall be final and binding.

Date Martina Aufiero, Grantee

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EX-99.3

Exhibit 99.3

SAFEGUARD SCIENTIFICS, INC.

RESTRICTED STOCK GRANT AGREEMENT

DATE OF GRANT: OCTOBER 28, 2016

This Restricted Stock Grant Agreement (“Grant”) is made to Scott Snyder (the "Grantee") on this 28^th day of October, 2016, in accordance with the terms of that certain letter agreement between Safeguard Scientifics, Inc. (the “Company”) and Scott Snyder dated June 1, 2016 (the “Employment Letter”), subject to all of the terms and conditions in this Grant. Although the Grant is not made pursuant to the 2014 Equity Compensation Plan (the “Plan”), except as otherwise provided herein, the Grant shall be subject to the rules of the Plan as if it were a Grant made pursuant to the Plan. Capitalized terms used and not otherwise defined in this Grant document are used herein as defined in the Plan.

1.    Stock Grant.

Subject to the receipt by the Company of a signed “Acceptance of Grant” from Grantee in the form attached hereto (the “Acceptance”), the Company hereby grants to the Grantee 11,284 shares of common stock of the Company, $.10 par value (the “Shares”), for no consideration, on the terms set forth herein and in the Acceptance.

The Company will issue the Shares in the name of the Grantee, which Shares shall be held in a book entry account at the Company’s transfer agent (“Transfer Agent”) and shall be subject to restrictions on transfer as set forth in this Grant.

The Shares granted hereby are conditioned upon your acknowledgment and agreement that such Shares are subject to recapture (“Clawback”) by the Company in the event of any error, mistake, wrongdoing or negligence in the granting or vesting of such Shares, as the Compensation Committee may determine is appropriate, in its discretion, including, but not limited to, application of a Clawback provision or other provisions pursuant to policies developed by the Board.

2.    Acceptance by the Grantee; Deposit of Shares into Escrow.

The Grantee shall signify acceptance of the Grant by delivering to the Company:

(a)    a copy of the Acceptance of Grant which has been executed by the Grantee; and

(b)    if, after consulting with his or her personal tax and financial advisor, the Grantee has determined that an 83(b) election should be made, one executed copy of an 83(b) election statement (the required elements of this statement can be found in Internal Revenue Service Bulletin 2012-28). Note: the Grantee is responsible for filing this statement with the Internal Revenue Service no later than 30 days from the date of Grant.

Upon receipt from the Grantee of the foregoing items, the Company shall cause Transfer Agent to issue the Shares in Grantee’s name, in a book entry account, to be held in accordance with the terms of this Grant.

3.    Vesting and Forfeiture of Unvested Shares.

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(a)    Grantee shall acquire a vested interest in, and the forfeiture provisions of this paragraph shall lapse with respect to, the Shares as follows:

25% of the shares on October 15, 2017;

75% of the shares in 12 equal quarterly installments commencing on January 15, 2018, and on the fifteenth day of each April, July, October and January thereafter.

(b)    In the event that the Grantee (i) ceases to be employed by the Company or (ii) otherwise ceases to provide agreed-to-in-writing services to the Company for any reason (including the Grantee’s death or permanent disability) other than as set forth below, the Grantee shall forfeit all Shares in which the Grantee is not vested at the time of his or her cessation of employment or service (hereinafter referred to as the “Unvested Shares”). Notwithstanding the foregoing, unless more favorable vesting terms are provided in a written agreement between the Grantee and the Company, in the event the Grantee’s employment or other agreed-to-in-writing service with the Company is terminated by the Company without cause (as defined below), the Unvested Shares shall continue to vest, and the restrictions with respect to the Unvested Shares shall continue to lapse, for the period during which the Grantee continues to be paid any severance amounts by the Company.

For purposes of this Grant, “cause” shall mean (i) Grantee’s failure to adhere to any written Company policy, Grantee’s breach of any agreement entered into with the Company or Grantee’s willful misconduct in connection with the performance of Grantee’s duties and responsibilities as an employee, board member or advisor of the Company, in each case if Grantee has been given an opportunity to comply with such policy or cure such breach or misconduct within a ten-day period following notice thereof; (ii) Grantee’s misappropriation (or attempted misappropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iii) Grantee’s misappropriation (or attempted misappropriation) of any Company funds or property; (iv) Grantee’s fraud or dishonesty that results in a loss, damage or injury to the Company; (v) Grantee’s use or disclosure of any trade secret or confidential information of the Company not in furtherance of Company business; or (vi) Grantee’s conviction of, or Grantee’s entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment or which would cause harm to the reputation of the Company.

(c)    Early Vesting Upon a Change-of-Control Termination. Notwithstanding the other vesting provisions contained in this Section 3, but subject to the other terms and conditions set forth herein, upon a Change-of-Control Termination (as defined below), all of the Unvested Shares shall become immediately and unconditionally vested, and the forfeiture provisions with respect to all of the Unvested Shares shall lapse. For purposes of this Grant, a (i) Change-of-Control shall have the meaning as defined in the Grantee's employment or other written agreement with the Company, or, if no such agreement is in effect, the meaning as defined in the Plan; and (ii) a Change-of-Control Termination shall have the meaning as defined in the Grantee’s employment or other written agreement with the Company, or, if no such agreement is in effect, the Grantee’s termination of employment by the Company without cause upon the occurrence of a Change of Control.

4.    Restrictions.

(a)    Unvested Shares. No Shares will be delivered to the control of Grantee until they have become vested. Upon receipt of the taxes which the Company is required to withhold as set forth in

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Section 7 below, the Company shall deliver to the Grantee the Vested Shares, which Shares shall be delivered in the form of an unrestricted book entry account at the Transfer Agent registered in the Grantee's name or by electronic delivery to such brokerage account as may be designated by Grantee. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of any Unvested Shares until the scheduled Vesting Date and then only after all applicable withholding taxes have been paid by the Grantee.

(b)    Impermissible Transfers Void. Any attempt to assign, transfer, pledge or otherwise dispose of any Shares contrary to the provisions of this Grant, and the levy of any execution, attachment or similar process upon any Unvested Shares, shall be null and void and without effect.

5.    Effect of Changes in Shares.

If any change is made to the common stock of the Company by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, exchange of shares, or any other change in capital structure made without receipt of consideration, then any new, substituted, or additional securities distributed with respect to the Shares shall be immediately subject to the restrictions imposed upon the Shares to the same extent that the Shares immediately prior thereto have been covered by such provisions.

6.    Voting of Shares; Dividends.

The Grantee shall be entitled to exercise all voting rights in connection with the Shares.

Effective as of the date on which the Grantee signifies acceptance of the Shares, the Grantee shall be entitled to receive any dividends, rights or other distributions payable to stockholders of record of the Company on and after the date of such acceptance; provided, however, that the Grantee shall not have any dividend rights or any other rights whatsoever with respect to any Shares which are forfeited in accordance with the terms of this Agreement.

7.    Withholding of Taxes.

The Company shall have the right to require the Grantee to pay to the Company, in cash, the amount of any taxes which the Company is required to withhold in respect of this Grant or to take whatever action it deems necessary to protect the interests of the Company in respect of such tax liabilities, including, without limitation, withholding a portion of the Shares, selling for Grantee’s account a portion of the Shares and applying the net proceeds thereof to the payment of such taxes, or deducting from other wages, bonuses or other amounts payable to the Grantee by the Company, any federal, state or local taxes required by law to be withheld with respect to such Grant.

8.    No Contract for Employment.

Nothing contained in this Grant shall be deemed to require the Company to continue the Grantee's employment or other service to the Company. Except as may be provided in a written employment contract executed by a duly authorized officer of the Company, the Grantee shall at all times be an “employee-at-will” of the Company, and the Company may discharge the Grantee at any time for any reason, with or without cause.

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9.    Administration.

This Grant is made separate from the Plan as an inducement to accept employment pursuant to the Employment Letter. Notwithstanding the preceding sentence, except to the extent otherwise stated in this Grant document or to the extent the context otherwise requires, this Grant shall be interpreted as if it has been granted pursuant to the Plan. All questions of interpretation and application of the Plan and of this Grant shall be determined by the Compensation Committee of the Company’s Board of Directors, in its discretion, and any such determination shall be final and binding upon all persons. The validity, construction and effect of this Grant shall be determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the principles of conflicts of law thereof.

SAFEGUARD SCIENTIFICS, INC.
By:	/s/ Stephen T. Zarrilli
	Stephen T. Zarrilli
	President & Chief Executive Officer

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ACCEPTANCE OF GRANT

Scott Snyder (the “Grantee”) acknowledges and agrees with the terms and conditions of the attached Grant document pursuant to which Safeguard Scientifics, Inc. (the “Company”) has granted to the Grantee 11,284 shares of common stock of the Company, $.10 par value (the “Shares”).

As a condition to the issuance of the Shares, the Grantee hereby represents and warrants to the Company and agrees with the Company as follows:

1.    Disposition of Shares. The Grantee hereby agrees not to sell, assign, transfer, pledge or otherwise dispose of any portion of the Shares unless and until the Grantee shall have complied with all of the requirements of the Grant.

2.    Section 83(b) Election. The Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the difference between the purchase price (if any) paid for the Shares and their fair market value on the date of vesting would be reportable as ordinary income at such time. The Grantee understands that by filing an election with the Internal Revenue Service pursuant to Section 83(b) of the Code within 30 days after the date of Grant, in lieu of the foregoing, the Grantee will be taxed at the time the Shares are granted to the Grantee on the fair market value of the Shares.

The Section 83(b) election, which may avoid adverse tax consequences in the future, must be made within the 30-day period after the date of Grant. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE'S SOLE RESPONSIBILITY TO SEEK ADVICE REGARDING SECTION 83(b). THE GRANTEE REPRESENTS THAT HE OR SHE IS RELYING SOLELY ON HIS OR HER ADVISORS WITH RESPECT TO THIS SECTION 83(b) ELECTION, AND THE COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION THEREWITH.

3.    Withholding of Taxes. The Grantee understands that the Company shall have the right to require the Grantee to pay to the Company the amount of any taxes which the Company is required to withhold in respect of this Grant or to take whatever action it deems necessary to protect the interests of the Company in respect of such tax liabilities, including, without limitation, withholding a portion of the Shares, selling for Grantee’s account a portion of the Shares and applying the net proceeds thereof to the payment of such taxes, or deducting from other wages, bonuses or other amounts payable to the Grantee by the Company, any federal, state or local taxes required by law to be withheld with respect to such Grant.

The Grantee understands that Vested Shares will not be released to the Grantee until such time as the Company has received any taxes that the Company is required to withhold in respect of the Vested Shares.

4.    Acceptance of Grant; Forfeiture, Cancellation and Recovery. I hereby accept the Grant described herein, and agree to be bound by the terms, conditions, and restrictions of such Grant as set forth in the attached Grant document, the Plan and the Company’s policies, as in effect from time to time, relating to the administration of the Plan and/or the Company’s compensation policies and practices. I hereby acknowledge receipt of a copy of the Plan and the prospectus relating to the issuance of the Shares. I understand that a Grant (and its proceeds) may be forfeited, cancelled or recovered by the Company in certain circumstances, including pursuant to any and all clawback, anti-hedging and other applicable policies currently in effect or adopted by the Company in the future made applicable to this Grant without requirement of my consent to such policies.

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The Grantee, intending to be legally bound hereby, has executed this Acceptance of Grant as of the date set forth below.

Dated: October 28, 2016
	GRANTEE:

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EX-99.4

Exhibit 99.4

SAFEGUARD SCIENTIFICS, INC.

RESTRICTED STOCK UNIT GRANT AGREEMENT

DATE OF GRANT: OCTOBER 28, 2016

This Restricted Stock Unit Grant Agreement (“RSU Grant”) is made to Scott Snyder (the "Grantee") on this 28^th day of October, 2016, in accordance with the terms of that certain letter agreement between Safeguard Scientifics, Inc. (the “Company”) and Scott Snyder dated June 1, 2016 (the “Employment Letter”), subject to all of the terms and conditions in this RSU Grant. Although the RSU Grant is not made pursuant to the 2014 Equity Compensation Plan (the “Plan”), except as otherwise provided herein, the Grant shall be subject to the rules of the Plan as if it were a RSU Grant made pursuant to the Plan. Capitalized terms used and not otherwise defined in this RSU Grant document are used herein as defined in the Plan.

1.    RSU Grant.

Subject to the terms and conditions set forth in this RSU Grant and the Plan, the Company hereby grants to the Grantee 11,284 restricted stock units (the “RSUs”). Each RSU represents the right to receive one share of common stock of the Company, $.10 par value (the “Common Stock”), for no consideration, on the terms set forth herein.

2.    Rights of the Grantee with Respect to the RSUs.

(a)    No Shareholder Rights. The RSUs granted pursuant to this RSU Grant do not and shall not entitle the Grantee to any rights of a shareholder of Common Stock. The rights of the Grantee with respect to the RSUs shall remain forfeitable in accordance with the terms hereof and of the Plan at all times prior to the date on which such RSUs become vested, and the forfeiture provisions with respect to the RSUs lapse, in accordance with Section 3 of this RSU Grant, except to the extent otherwise specified in the Grantee’s employment or service contract with the Company, if any, in which case such employment or service contract shall control.

(b)     Conversion/Settlement of RSUs; Issuance of Common Stock. No shares of Common Stock shall be issued to the Grantee prior to the date on which the RSUs vest, and the forfeiture provisions with respect to the RSUs lapse, in accordance with Section 3. Neither this Section 2(b) nor any action taken pursuant to or in accordance with this Section 2(b) shall be construed to create a trust of any kind. As of the date upon which the RSUs vest as provided herein, and subject to Section 6 of this RSU Grant, the Company shall cause to be registered in the Grantee’s name, in a book entry account at the Company’s transfer agent, that number of shares of Common Stock underlying the vested RSUs. The unrestricted shares of Common Stock will be delivered to the Grantee as soon as practicable after the applicable vesting date, but no later than two and one-half months following such vesting date.

(c)    Clawback. The RSUs have been granted conditioned upon your acknowledgment and agreement that such RSUs are subject to recapture (“Clawback”) by the Company in the event of any error, mistake, wrongdoing or negligence in the granting or vesting of such RSUs, as the Compensation Committee may determine is appropriate, in its discretion, including, but not limited to, application of a Clawback provision or other provisions pursuant to policies developed by the Board.

3.    Vesting and Forfeiture of Unvested RSUs.

(a)    To the extent that any of the RSUs have not vested prior to such date, the RSUs shall be deemed forfeited on the tenth anniversary of the date hereof.

(b)    In the event that the Grantee (i) ceases to be employed by the Company or (ii) otherwise ceases to provide agreed-to-in-writing services to the Company for any reason (including the Grantee’s

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death or permanent disability) other than as set forth below, the Grantee shall forfeit all RSUs in which the Grantee is not vested at the time of his or her cessation of employment or service (hereinafter referred to as the “Unvested RSUs”). Notwithstanding the foregoing, unless more favorable vesting terms are provided in a written agreement between the Grantee and the Company, in the event the Grantee’s employment or other agreed-to-in-writing service with the Company is terminated by the Company without cause (as defined below), the RSUs shall continue to vest, and the restrictions with respect to the RSUs shall continue to lapse, for the period during which the Grantee continues to be paid any severance amounts by the Company.

For purposes of this RSU Grant, “cause” shall mean (i) Grantee’s failure to adhere to any written Company policy, Grantee’s breach of any agreement entered into with the Company or Grantee’s willful misconduct in connection with the performance of Grantee’s duties and responsibilities as an employee, board member or advisor of the Company, in each case if Grantee has been given an opportunity to comply with such policy or cure such breach or misconduct within a ten-day period following notice thereof; (ii) Grantee’s misappropriation (or attempted misappropriation) of a material business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (iii) Grantee’s misappropriation (or attempted misappropriation) of any Company funds or property; (iv) Grantee’s fraud or dishonesty that results in a loss, damage or injury to the Company; (v) Grantee’s use or disclosure of any trade secret or confidential information of the Company not in furtherance of Company business; or (vi) Grantee’s conviction of, or Grantee’s entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment or which would cause harm to the reputation of the Company.

(c)    Basic Vesting. If the Grantee remains employed by or otherwise continues providing agreed-to-in-writing service to the Company through the applicable vesting events, Grantee shall acquire a vested interest in, and the forfeiture provisions of this Section 3 shall lapse, in accordance with the 2016 Capital Return Vesting Model (based on the Company’s cash-on-cash returns related to a pool of new partner companies), or such other vesting method that the Compensation Committee defines in connection with the 2016 annual equity grant process, as determined by the Committee in its sole discretion.

(d)    Early Vesting Upon a Change-of-Control Termination. Notwithstanding the other vesting provisions contained in this Section 3, but subject to the other terms and conditions set forth herein, upon a Change-of-Control Termination (as defined below), all of the RSUs shall become immediately and unconditionally vested, and the forfeiture provisions with respect to all of the RSUs shall lapse. For purposes of this RSU Grant, a (i) Change-of-Control shall have the meaning as defined in the Grantee's employment or other written agreement with the Company, or, if no such agreement is in effect, the meaning as defined in the Plan; and (ii) a Change-of-Control Termination shall have the meaning as defined in the Grantee’s employment or other written agreement with the Company, or, if no such agreement is in effect, the Grantee’s termination of employment by the Company without cause upon the occurrence of a Change of Control.

4.    Assignment and Transfer.

Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this RSU Grant may not be sold, assigned, encumbered or otherwise transferred. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the RSUs or any right hereunder, except as provided for in this RSU Grant, or in the event of the levy or any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the RSUs by notice to the Grantee, and the RSUs and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries and affiliates. This RSU Grant may be assigned by the Company without the Grantee’s consent.

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5.    Change of Control.

Except as set forth in Section 3(d) above, the provisions of the Plan applicable to a Change of Control shall apply to the RSUs, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

6.    Withholding of Taxes.

The Grantee shall be required to deposit with the Company (or have withheld from amounts otherwise payable to the Grantee by the Company) an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in connection with the award or settlement of the RSUs. The Company may take whatever action it deems necessary to protect the interests of the Company in respect of such tax liabilities, including, without limitation, withholding the required amounts from the Grantee’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises, withholding a portion of the shares of Common Stock issuable upon settlement of the RSUs, selling for the Grantee’s account a portion of such shares of Common Stock and applying the net proceeds thereof to the payment of such taxes, or deducting from other wages, bonuses or other amounts payable to the Grantee by the Company, any federal, state or local taxes required by law to be withheld with respect to such RSU Grant.

The Company shall not deliver any of the shares of Common Stock issuable upon settlement of the RSUs until and unless the Grantee has made the deposit required herein or proper provision for required withholding has been made.

7.    Grant Subject to Plan Provisions; Entire Agreement.

This RSU Grant is made separate from the Plan as an inducement to accept employment pursuant to the Employment Letter. Notwithstanding the preceding sentence, except to the extent otherwise stated in this RSU Grant or to the extent the context otherwise requires, this RSU Grant shall be interpreted as if it has been granted pursuant to the Plan. This RSU Grant is subject to the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Compensation Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the shares issuable upon settlement of the RSUs, (iii) capital or other changes of the Company, and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the RSUs pursuant to the terms of this RSU Grant and the Plan, and its decisions shall be conclusive as to any questions arising hereunder. Other than as specifically referred to in Section 3 above, this RSU Grant represents the entire agreement between the parties with respect to the RSUs and may only be modified or amended in a writing signed by both parties.

8.    No Employment or Other Rights.

The grant of the RSUs shall not confer upon the Grantee any right to be retained by or in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee's employment or service at any time, subject to the terms of such employment agreement as may be in effect between the Grantee and the Company. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any formal employee manual or handbook) shall be construed to modify this RSU Grant or to create express or implied obligations to the Grantee of any nature.

9.    Applicable Law.

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The validity, construction, interpretation and effect of this RSU Grant shall be governed by and determined in accordance with the laws of the Commonwealth of Pennsylvania. This RSU Grant is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption, and payments may only be made under this RSU Grant upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. To the maximum extent permitted under Section 409A of the Code, the benefits provided under this RSU Grant are intended to be subject to a “substantial risk of forfeiture” under Section 409A of the Code, and will be paid within the “short-term deferral period” following the lapse of the applicable forfeiture conditions. In no event may the Grantee, directly or indirectly, designate the calendar year of a payment. Notwithstanding anything in this RSU Grant to the contrary, if required by Section 409A of the Code, if the Grantee is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any amounts under this RSU Grant is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Grantee dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death.

10.     Notice.

Any notice to the Company provided for in this RSU Grant shall be addressed to the Company in care of the General Counsel at 170 North Radnor-Chester Road, Suite 200, Radnor, PA 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand or by a recognized courier service such as FedEx or UPS, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

SAFEGUARD SCIENTIFICS, INC.
By:	/s/ Stephen T. Zarrilli
	Stephen T. Zarrilli
	President & Chief Executive Officer

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ACCEPTANCE OF GRANT

I hereby accept the RSU Grant described herein, and agree to be bound by the terms, conditions, and restrictions of such RSU Grant as set forth in the attached RSU Grant document, the Plan and the Company’s policies, as in effect from time to time, relating to the administration of the Plan and/or the Company’s compensation policies and practices. I hereby acknowledge receipt of a copy of the Plan and the prospectus relating to the issuance of the shares subject to such RSU Grant.

I understand that an RSU Grant (and its proceeds) may be forfeited, cancelled or recovered by the Company in certain circumstances, including pursuant to any and all clawback, anti-hedging and other applicable policies currently in effect or adopted by the Company in the future made applicable to this RSU Grant without requirement of my consent to such policies. I hereby agree that all of the decisions and determinations of the Committee with respect to the RSU Grant shall be final and binding.

Date Scott Snyder, Grantee

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