0001096906-22-002118.txt : 20220901 0001096906-22-002118.hdr.sgml : 20220901 20220901140534 ACCESSION NUMBER: 0001096906-22-002118 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220901 FILED AS OF DATE: 20220901 DATE AS OF CHANGE: 20220901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roberson Mark D. CENTRAL INDEX KEY: 0001415593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38011 FILM NUMBER: 221220538 MAIL ADDRESS: STREET 1: 27271 LAS RAMBLAS, STE. 200 CITY: MISSION VIEJO STATE: CA ZIP: 92691 FORMER NAME: FORMER CONFORMED NAME: Roberson Mark Daniel DATE OF NAME CHANGE: 20071018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CYNERGISTEK, INC CENTRAL INDEX KEY: 0001011432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880350448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11940 JOLLYVILLE ROAD STREET 2: SUITE 300-N CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 9496140700 MAIL ADDRESS: STREET 1: 11940 JOLLYVILLE ROAD STREET 2: SUITE 300-N CITY: AUSTIN STATE: TX ZIP: 78759 FORMER COMPANY: FORMER CONFORMED NAME: AUXILIO INC DATE OF NAME CHANGE: 20040622 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLEVIEW INC DATE OF NAME CHANGE: 20040329 FORMER COMPANY: FORMER CONFORMED NAME: E PERCEPTION INC DATE OF NAME CHANGE: 20020118 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2022-09-01 1 0001011432 CYNERGISTEK, INC CTEK 0001415593 Roberson Mark D. 11940 JOLLYVILLE ROAD SUITE 300-N AUSTIN TX 78759 1 0 0 0 Common Stock 2022-09-01 4 A 0 25000.0000 0.0000 A 96000.0000 D Common Stock 2022-09-01 4 D 0 96000.0000 D 0.0000 D Stock Option (Right to Buy) 2.5500 2022-09-01 4 D 0 8334.0000 0 D 2026-06-06 Common Stock 8334.0000 0.0000 D Represents accelerated vesting and settlement of restricted stock units (RSUs) pursuant to the Merger Agreement (as defined below). Disposed of pursuant to an Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement") by and among the Issuer, Clearwater Compliance LLC, a Tennessee limited liability company (the "Parent"), and Clearwater Compliance Acquisition Company I, a Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. Each share of common stock exchanged in the Merger will receive cash of $1.25 per share. Pursuant to the terms of the Merger Agreement, this option, which fully vested on June 6, 2019, was canceled for no consideration at the effective time of the Merger because its exercise price exceeded the per share merger consideration of $1.25 per share. /s/ Mark D. Roberson 2022-09-01