FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TELULAR CORP [ WRLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/24/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/24/2013 | U | 62,020 | D | $12.61 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (right to buy) | $7.99 | 06/24/2013 | D(1) | 25,000 | (2) | 10/30/2013 | Common Stock | 25,000 | $7.99 | 194,400 | D | ||||
Stock Options (right to buy) | $3.95 | 06/24/2013 | D(1) | 40,000 | (3) | 02/05/2014 | Common Stock | 40,000 | $3.95 | 154,400 | D | ||||
Stock Option (right to buy) | $1.49 | 06/24/2013 | D(1) | 40,000 | (4) | 09/30/2014 | Common Stock | 40,000 | $1.49 | 114,400 | D | ||||
Stock Options (right to buy) | $3 | 06/24/2013 | D(1) | 15,000 | (5) | 11/03/2015 | Common Stock | 15,000 | $3 | 99,400 | D | ||||
Stock Options (right to buy) | $4.86 | 06/24/2013 | D(1) | 35,000 | (6) | 02/02/2016 | Common Stock | 35,000 | $4.86 | 64,400 | D | ||||
Stock Options (right to buy) | $6 | 06/24/2013 | D(1) | 19,900 | (7) | 11/08/2017 | Common Stock | 19,900 | $6 | 44,500 | D | ||||
Stock Options (right to buy) | $9.6 | 06/24/2013 | D(1) | 44,500 | (8) | 12/10/2018 | Common Stock | 44,500 | $9.6 | 0 | D | ||||
Restricted Stock Units(9) | (9) | 06/24/2013 | D | 24,068 | (9) | (9) | Common Stock | 24,068 | (9) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger dated April 29, 2013 between Telular Corporation, ACP Tower Holdings,LLC and ACP Tower Merger Sub, Inc. The Reporting Person will receive the difference between $12.61 and the respective exercise price per option. |
2. These options were vested 33% on 10/30/2008, 33% on 10/30/2009 and 34% on 10/30/2010. |
3. These options were vested 33% on 2/05/2009, 33% on 2/05/2010 and 34% on 2/05/2011. |
4. These options were vested 1/6 on the six month anniversary of the grant date, 11/04/2008, then 1/36 each month thereafter through 9/30/2011. |
5. These options were vested 1/6 on the six month anniversary of the grant date, 11/03/2009, then 1/36 each month thereafter through 11/03/2012. |
6. These options were vested 1/6 on the six month anniversary of the grant date, 02/02/2010, then 1/36 each month thereafter through 02/02/2013. |
7. These options were vested 1/6 on the six month anniversary of the grant date, 11/08/2011, then 1/36 each month thereafter through 11/08/2014. |
8. These options were vested 1/6 on the six month anniversary of the grant date, 12/10/2012, then 1/36 each month thereafter through 12/10/2015. |
9. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Telular common stock. These RSUs were granted to the Reporting Person pursuant to achieving fiscal years 2011 and 2012 performance measurements and a grant in fiscal year 2013 for performance measurements not yet achieved. Pursuant to the Agreemnt and Plan of Merger, all RSUs, earned and unearned, will be canceled and converted into rights to receive, in cash, $12.61 per unit. Unearned performance-based RSUs vested at target levels in accordance with the Agreement and Plan of Merger. |
/s/ George S. Brody | 06/24/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |