SEC Form 4
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*
Foster Dale Richard

(Last) (First) (Middle)
10900 PUMP HOUSE ROAD

(Street)
ANNAPOLIS JUNCTION MD 20701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAND HILLS, INC [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2012
4. 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 Acquired, Disposed of, or Beneficially Owned
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 03/30/2012 A 11,491,044 A (1) 11,491,044 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy) $0.0136 03/30/2012 A 294,642 03/30/2012 06/01/2019 CommonStock 294,642 (2) 294,642 D
Employee Stock Option (right to buy) $0.0408 03/30/2012 A 1,856,245 03/30/2012 10/20/2021 Common Stock 1,856,245 (3) 1,856,245 D
Explanation of Responses:
1. Received in exchange for 3,900,000 shares of United Strategies, Inc. ("USI") common stock in connection with a merger (the "Merger") among Sand Hills, Inc. ("Sand Hills"); USI; Promark Technology, Inc., a wholly-owned subsidiary of USI; and Promark Acquisition Corporation, a wholly owned subsidiary of Sand Hills ("Merger Sub"), pursuant to which Merger Sub merged with and into USI, with USI continuing as the surviving entity as a wholly owned subsidiary of Sand Hills. On the effective date of the Merger, neither USI nor Sand Hills were actively traded and neither had an ascertainable market price.
2. Received in the Merger in exchange for an employee stock option to acquire 100,000 shares of USI common stock for $0.04 per share.
3. Received in the Merger in exchange for an employee stock option to acquire 630,000 shares of USI common stock for $0.12 per share.
Remarks:
Chairman, President and Chief Executive Officer
/s/ Dale R. Foster 04/03/2012
** 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).
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