SEC FORM 4

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^*

Davidai Eli

(Last)

(First)

(Middle)

EROU LANCU NICOLAE, NR 43P

(Street)

PIPERA

077191

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARC Group Worldwide, Inc. [ ARCW ]

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)
06/05/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Common Stock	02/28/2018		A		125,000⁽⁹⁾	A	$2	125,000⁽⁹⁾	I	By Zori Investment Limited⁽⁹⁾
Restricted Common Stock	04/02/2015		A		50,000	A	$5	50,000	I	By Zori Investment Limited

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$2.35	05/14/2018		A		65,000		⁽¹⁾	05/14/2025	Common Stock	260,000⁽²⁾	$0	65,000⁽³⁾	D
Stock Options (right to buy)	$1.51	01/15/2016		A		104,500		⁽⁴⁾	01/15/2023	Common Stock	104,500⁽⁴⁾	$0	62,700⁽⁷⁾	D
Stock Options (right to buy)	$2.5	08/26/2016		A		27,210		⁽⁵⁾	08/26/2023	Common Stock	27,210⁽⁵⁾	$0	27,210⁽⁶⁾	D
Stock Options (right to buy)	$4.4	02/10/2017		A		74,575⁽⁸⁾		⁽⁸⁾	02/10/2027	Common Stock	74,575⁽⁸⁾	$0	0	D

Explanation of Responses:

1. Twenty-five percent (25%) of the Stock Options granted shall vest upon the date of grant and each anniversary of the date of grant until the Stock Options have vested in full. The Options shall expire on May 14, 2025 the seventh anniversary of the date of grant. As of the date of grant on May 14, 2018, 65,000 options for shares of common stock were fully vested and exercisable.

2. On May 14, 2018 Mr. Davidai was granted 260,000 shares of stock options where twenty-five percent (25%) of the Stock Options granted shall vest upon the date of grant and each anniversary of the date of grant until the Stock Options have vested in full. The Options shall expire on May 14, 2025 the seventh anniversary of the date of grant. As of May 14, 2018, the date of grant, 65,000 options for shares of common stock were fully vested and exercisable.

3. The Reporting Person is voluntarily early reporting beneficial ownership of the 260,000 Stock Options and only 25% or 65,000 stock options are vested on the date of grant and 75% will vest equally over the next three years on the anniversary date of the date of grant until the Stock Options have vested in full.

4. Twenty percent (20%) of the Stock Options granted vested upon the date of grant and each anniversary of the date of grant until the Stock Options have vested in full. The Options shall expire on January 15, 2023 the fifth anniversary of the date of grant. As of the date of this filing, 62,700 options for shares of common stock were fully vested and exercisable.

5. The entire 27,210 of Stock Options granted on August 26, 2016 were fully vested on the date of grant. The Stock Options will expire on August 26,2023.

6. The Reporting Person is voluntarily early reporting beneficial ownership of the 27,210 Stock Options vested on the date of grant.

7. The Reporting Person is voluntarily early reporting beneficial ownership of the 104,500 Stock Options and 60% or 62,700 of stock options have vested since the date of grant and 40% 0r 41,800 remain unvested. The stock options expire on January 15, 2023.

8. On February 10, 2017 Mr. Davidai was granted 74,575 shares of stock options that will vest on December 31, 2018. The stock options will expire on February 10, 2027.

9. The shares were purchased by Zori Investment Limited ("Zori"), a company controlled by the reporting person, pursuant to the terms and conditions of the Rights Offering Backstop Agreement (the "Backstop Agreement"), in the form of Exhibit 10.1 filed on January 11, 2018 with the U.S. Securities & Exchange Commission under Form S-1/A of the Issuer, Registration Statement 333-221967. The Backstop Agreement was executed by the reporting person on behalf of Zori on February 6, 2018. The issuer determined on February 24, 2018 to call for the purchase by Zori of 125,000 shares of Common Stock (the "Backstop Shares") at the purchase price of $2.00 per share, in accordance with the terms and conditions of the Backstop Agreement. All such Backstop Shares were duly purchased and issued by the Company to Zori on February 28, 2018.

Remarks:

On June 5, 2018, the Board of Directors of ARC Group Worldwide, Inc. appointed Elyakim Davidai to the Board.

	/s/ Elyakim Davidai	06/15/2018
	** Signature of Reporting Person	Date
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