0000899243-17-020345.txt : 20170815 0000899243-17-020345.hdr.sgml : 20170815 20170815162455 ACCESSION NUMBER: 0000899243-17-020345 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170812 FILED AS OF DATE: 20170815 DATE AS OF CHANGE: 20170815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LOMBARDI PAUL V CENTRAL INDEX KEY: 0001046326 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51579 FILM NUMBER: 171034191 MAIL ADDRESS: STREET 1: 2000 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 22091-3436 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NCI, Inc. CENTRAL INDEX KEY: 0001334478 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 203211574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11730 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 707-6900 MAIL ADDRESS: STREET 1: 11730 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-08-12 1 0001334478 NCI, Inc. NCIT 0001046326 LOMBARDI PAUL V C/O NCI, INC. 11730 PLAZA AMERICA DRIVE RESTON VA 20190 1 0 0 0 Class A Common Stock 2017-08-12 4 U 0 4000 D 0 D Non-Qualified Class A Common Stock Option (Right to Buy) 4.04 2017-08-15 4 D 0 15000 D 2015-06-06 2019-06-06 Class A Common Stock 15000 0 D Non-Qualified Class A Common Stock Option (Right to Buy) 4.51 2017-08-15 4 D 0 10000 D 2016-06-05 2020-06-05 Class A Common Stock 10000 0 D Non-Qualified Class A Common Stock Option (Right to Buy) 9.52 2017-08-15 4 D 0 5000 D 2017-06-11 2021-06-11 Class A Common Stock 5000 0 D Non-Qualified Class A Common Stock Option (Right to Buy) 10.82 2017-08-15 4 D 0 5000 D 2022-06-03 Class A Common Stock 5000 0 D Non-Qualified Class A Common Stock Option (Right to Buy) 13.29 2017-08-15 4 D 0 5000 D 2023-06-01 Class A Common Stock 5000 0 D The Reporting Person tendered the shares in exchange for $20.00 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer made pursuant to the Agreement and Plan of Merger, dated July 2, 2017, by and among the Issuer, Cloud Intermediate Holdings, LLC and Cloud Merger Sub, Inc. (the "Merger Agreement"). Each of these options was canceled pursuant to the terms of the Merger Agreement and converted into the right to receive an amount in cash equal to the product of (a) the excess of $20.00 over the exercise price of this option, and (b) the number of shares subject to such option. These options were granted on 06/03/2015. As of June 3, 2017 (the second anniversary of the grant), 66 2/3% of these options had vested. The remaining 33 1/3% would have vested on June 3, 2018. These options were granted on 06/01/2016. As of June 1, 2017 (the first anniversary of the grant), 33 1/3% of these options had vested. The remaining 66 2/3% would have vested in two equal annual installments beginning on the second anniversary of the grant. /s/ Michele R. Cappello, as Attorney-in-Fact 2017-08-15