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*
ROLLS JOHN A
(Last) (First) (Middle)
5 MCKEE PLACE
(Street)
CHESHIRE CT 06410
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EDAC TECHNOLOGIES CORP [ EDAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2013
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 05/07/2013 D 3,333(1)(2) D $17.75 0 D
Common Stock 05/07/2013 U 60,022(1) D $17.75 0 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
Stock option $12.34 05/07/2013 D 2,685 12/31/2012 12/30/2017 Common Stock 2,685 $5.41(4) 0 D
Stock option $12.21 05/07/2013 D 5,000 (3) 12/16/2017 Common Stock 5,000 $5.54 0 D
Stock option $13.91 05/07/2013 D 710 10/01/2013 09/30/2017 Common Stock 710 $3.84(4) 0 D
Stock option $11.44 05/07/2013 D 1,666 07/02/2013 07/01/2017 Common Stock 1,666 $6.31(4) 0 D
Stock option $13.09 05/07/2013 D 1,573 04/02/2012 04/01/2017 Common Stock 1,573 $4.66(4) 0 D
Stock option $11.07 05/07/2013 D 2,042 01/03/2012 01/02/2017 Common Stock 2,042 $6.68(4) 0 D
Stock option $6.67 05/07/2013 D 2,884 10/03/2011 10/02/2016 Common Stock 2,884 $11.08(4) 0 D
Stock option $5.26 05/07/2013 D 2,500 (3) 08/08/2016 Common Stock 2,500 $12.49(4) 0 D
Stock option $4.89 05/07/2013 D 4,147 07/05/2011 07/04/2016 Common Stock 4,147 $12.86(4) 0 D
Stock option $3.37 05/07/2013 D 6,535 04/04/2011 04/03/2016 Common Stock 6,535 $14.38(4) 0 D
Explanation of Responses:
1. These shares were tendered to GB Aero Engine Merger Sub Inc. (the "Purchaser"), a wholly-owned subsidiary of GB Aero Engine LLC ("Parent"), pursuant to Purchaser's offer to purchase all of the outstanding shares of the Issuer at a price of $17.75 per share (the "Per Share Merger Consideration"), without interest, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on March 26, 2013 and in the related Letter of Transmittal, together with any amendments or supplements thereto, and the Agreement and Plan of Merger, dated as of March 17, 2013 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on May 7, 2013, the Issuer completed its merger (the "Merger") with Purchaser, whereby the Issuer became a wholly owned subsidiary of Parent.
2. Represents shares of shares of restricted stock granted pursuant to the Issuer's 2011 Equity Incentive Plan, which cumulatively vests 33 1/3% of the shares ratably over 3 years beginning one year from the grant date. In accordance with the terms of the Merger Agreement, each share of restricted stock that was issued and outstanding immediately prior to the effective time of the Merger, whether or not then vested (except for vested shares of restricted stock that were tendered to Purchaser), was canceled in exchange for the right to receive the Per Share Merger Consideration.
3. Cumulatively vests 33 1/3% of the shares ratably over 3 years beginning one year from the grant date.
4. In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes.
Glenn L. Purple,attorney-in-fact 05/09/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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