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^*

Hayford Michael

(Last)

(First)

(Middle)

C/O UNITEK GLOBAL SERVICES, INC.,

1777 SENTRY PARKWAY WEST

(Street)

BLUE BELL

19422

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UniTek Global Services, Inc. [ UNTK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Pinnacle Div., BCI Comm.

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012

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)
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)
Common Stock	05/15/2012		J⁽¹⁾⁽²⁾		561,334	A	$3.65⁽¹⁾⁽²⁾	826,485	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)
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)

Explanation of Responses:

1. On May 15, 2012, the Reporting Person became entitled to receive 561,334 shares of the issuer's common stock pursuant to an earnout provision in the Asset Purchase Agreement, dated as of March 30, 2011, as amended on March 28, 2012 (the "Agreement"), by and among UniTek and Pinnacle Wireless, Inc. ("Pinnacle"), Current Flow Technologies Corporation ("CFT"), Michael Hayford ("Hayford"), Timothy Walters ("Walters"), Christopher Love ("Love"), Michael Rubenstein ("Rubenstein"), and Manny Medina ("Medina" and, together with Pinnacle, CFT, Hayford, Walters, Love and Rubenstein, the "Sellers"). The Agreement provided for earnout payments by the issuer to the Sellers of up to $30 million, consisting of a combination of cash and shares of the issuer's common stock, based on certain EBITDA measurements of the Pinnacle Division (as defined in the Agreement). (continued on Footnote 2)

2. The number of shares issuable pursuant to the earnout right contained in the Agreement was determined on May 15, 2012, pursuant to a formula set forth in the Agreement which provided that, for the purpose of determining the number of shares issuable, the issuer's common stock would be valued at the volume-weighted average of the closing prices of the issuer's common stock as quoted on the Nasdaq Global Market for the twenty (20) days prior to the EBITDA measurement date giving rise to the earnout payment being made. The Reporting Person's right to receive additional shares became fixed and irrevocable on April 3, 2011, the date on which the acquisition of Pinnacle and CFT was completed.

	/s/ Michael Hayford, by Kyle M. Hall, Attorney-in-fact	06/12/2012
	** 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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