SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SIERRA WIRELESS INC

(Last)

(First)

(Middle)

13811 WIRELESS WAY

(Street)

RICHMOND, BRITISH COLUMBIA

V6V 3A4

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2017

3. Issuer Name and Ticker or Trading Symbol
NUMEREX CORP /PA/ [ NMRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 2 and 3 below

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, no par value	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. On August 2, 2017, Sierra Wireless, Wireless Acquisition Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Sierra Wireless ("Merger Sub"), and Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Issuer, with Issuer surviving as a wholly-owned subsidiary of Sierra Wireless (the "Merger").

2. Sierra Wireless, Inc. ("Sierra Wireless") may be deemed to have beneficial ownership of 5,354,097 shares of Class A Common Stock, no par value, of the Issuer (the "Shares") held by (i) Gwynedd Resources, Ltd., (ii) VIEX Opportunities Fund, LP - Series One, VIEX GP, LLC, VIEX Special Opportunities Fund II, LP, VIEX Special Opportunities GP II, LLC, VIEX Special Opportunities Fund III, LP, VIEX Special Opportunities GP III, LLC, VIEX Capital Advisors, LLC and Eric Singer, (iii) Tony G. Holcombe, (iv) Stratton J. Nicolaides and (v) Andrew J. Ryan (each of the foregoing, a "Shareholder," and together, the "Shareholders") as a result of entering into voting agreements (the "Voting Agreements"), dated as of August 2, 2017, with each Shareholder. A copy of the form of Voting Agreement that Sierra Wireless entered into with each Shareholder was filed as an exhibit to Sierra Wireless' Current Report on Form 6-K filed on August 3, 2017.

3. (continued from Footnote 2)The Voting Agreements generally require, subject to certain exceptions, such Shareholders to vote, or cause or direct to be voted, all of the Shares beneficially owned by the Shareholders to approve and adopt the Merger Agreement and the Merger and against any acquisition proposal or any other action, agreement or transaction that would reasonably be expected to impede or delay the Merger. Each Shareholder also agreed to certain transfer restrictions with respect to the Shares held by such Shareholder. Each Shareholder also agreed to certain transfer restrictions with respect to the Shares held by such Shareholder. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Sierra Wireless that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied.

4. Sierra Wireless does not have any pecuniary interest in any of the Shares.

Remarks:

	/s/ David G. McLennan, Chief Financial Officer and Secretary	08/11/2017
	** 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 5 (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).
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