| 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
HYPERCOM CORP [ HYC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common | 06/11/2009 | S | 200,000 | D(4) | $200,000 | 6,068,764(1) | D(2) | |||
| Common | 06/11/2009 | P | 200,000 | A(4) | $200,000 | 8,068,764(1) | D | |||
| Common | 06/11/2009 | S | 5,000 | D | $0(3) | 8,063,764(1) | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Amount of securities beneficially owned following the reported transaction(s) reflect the aggregate owned by the Group. See Exhibit 99.2 for amounts beneficially owned by the individual members of the Group. |
| 2. The Alex Meruelo Living Trust ("Trust") is a grantor trust and is the direct owner of certain of the securities covered by this statement. Alex Meruelo is the trustee of the Trust. |
| 3. The securities were disposed of in a gift transaction and the Alex Meruelo Living Trust received no consideration. |
| 4. Alex Meruelo Living Trust disposed of the shares to Joseph Marchica, who concurrently became a new member of the Group. The first transaction reported on this Statement reflect that disposition and the second transaction reported on this statement reflects that acquisition. The net result of the transactions is (1) a change to to the amount of shares beneficially owned by the Group, reflecting 14,500 shares previously owned by Joseph Marchica, individually and (2) a change to the shares beneficially owned by Alex Meruelo Living Trust, individually and Joseph Marchica, individually. See Remarks, below, and Exhibit 99.2 for further information. |
| Remarks: |
| ITEM 6: Joint Filing Agreement is attached as Exhibit 99.1. The effect of the Agreement is to add Joseph Marchica, the transferee of the 200,000 shares described in Table I as a Group member. Prior to the transfer of the 200,000 shares Joseph Marchica held 14,500 shares of issuer in his own name. Those shares are reflected in total shares set forth in Item 5 of Table I as being beneficially owned by the Group and in the Joint Filer Information set forth in Exhibit 99.2. |
| Alex Meruelo Living Trust | 06/15/2009 | |
| Alex Meruelo | 06/15/2009 | |
| Luis Armona | 06/15/2009 | |
| Monterey Insurance Company | 06/15/2009 | |
| Armando Delgado | 06/15/2009 | |
| Joseph Marchica | 06/15/2009 | |
| ** 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. | ||