X0303 4 2009-12-21 1 0000823560 MTS MEDICATION TECHNOLOGIES, INC /DE/ MTSI 0001408161 Williams Peter A 2003 GANDY BOULEVARD NORTH SUITE 800 ST. PETERSBURG FL 33702 0 1 0 0 Managing Director - Subsidiary Common Stock 2009-12-21 4 M 0 56000 0 A 76000 D Common Stock 2009-12-22 4 S 0 40000 D 36000 D Common Stock 2009-12-22 4 D 0 36000 D 0 D Restricted Stock Units 2009-12-21 4 M 0 56000 0 D Common Stock 56000 0 D Options (Right to Buy) 2.5 2009-12-22 4 D 0 1200 D 2012-04-02 Common Stock 1200 0 D Disposed of pursuant to an Agreement and Plan of Merger, dated as of August 7, 2009 ("Merger Agreement"), by and among the Issuer, MedPak Holdings, Inc., a Delaware corporation ("Parent"), and MedPak Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), whereby Merger Sub merged with and into the Issuer (the "Merger"). 40,000 shares of the Issuer's common stock held by the reporting person were exchanged for 8,273 shares of Preferred Stock and 8,273 shares of Voting Common Stock of the Parent. The reporting person's remaining shares were exchanged for cash consideration of $5.75 per share (the "Merger Consideration"). The reporting person's remaining shares were exchanged for cash consideration of $5.75 per share (the "Merger Consideration"). The Merger was approved by the stockholders of the Issuer on December 18, 2009 and became effective on December 22, 2009. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Restricted Stock Units were vested immediately prior to the effective time of the Merger by written action of the Issuer's Board of Directors. The original 25,000 options vested as follows: 1/3 vested on 4/2/2003, 1/3 vested on 4/2/2004; and 1/3 vested on 4/2/2005. The options were cancelled and terminated by the Issuer's Board of Directors in accordance with the terms of the Merger Agreement. The reporting person received, with respect to any shares of the Issuer's common stock issuable under a stock option, an amount equal to the excess, if any, of (i) the Merger Consideration per share over (ii) the exercise price per share payable with respect of such shares of the Issuer's common stock issuable under such stock option. Michael P. Conroy, Attorney in Fact for Peter A. Williams 2009-12-22