John C. Guttilla - Jul 5, 2024 Form 4 Insider Report for DecisionPoint Systems, Inc. (DPSI)

Signature
/s/ Melinda Wohl by Power of Attorney
Stock symbol
DPSI
Transactions as of
Jul 5, 2024
Transactions value $
-$511,021
Form type
4
Date filed
7/9/2024, 07:57 PM
Previous filing
May 31, 2024
Next filing
Aug 21, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DPSI Common Stock Disposed to Issuer -$431K -42.2K -100% $10.22 0 Jul 5, 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DPSI Stock Option (Right to Buy) Disposed to Issuer -$37K -6K -100% $6.16 0 Jul 5, 2024 Common Stock 6K $4.06 Direct F2
transaction DPSI Stock Option (Right to Buy) Disposed to Issuer -$5.64K -6K -100% $0.94* 0 Jul 5, 2024 Common Stock 6K $9.28 Direct F2
transaction DPSI Stock Option (Right to Buy) Disposed to Issuer -$14.8K -6K -100% $2.46* 0 Jul 5, 2024 Common Stock 6K $7.76 Direct F2
transaction DPSI Stock Option (Right to Buy) Disposed to Issuer -$22.5K -6K -100% $3.75 0 Jul 5, 2024 Common Stock 6K $6.47 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John C. Guttilla is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to that certain Agreement and Plan of Merger, dated as of April 30, 2024, by and among DecisionPoint Systems, Inc. (the "Company"), Barcoding Derby Buyer, Inc. ("Parent"), and Derby Merger Sub, Inc. ("MergerCo"), MergerCo merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $10.22 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholdings.
F2 Pursuant to the Merger Agreement, at the Effective Time, all outstanding stock options held by the reporting person were cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of the Company's common stock subject to the options, multiplied by (b) the excess, if any, of the Merger Consideration over such option's applicable per share exercise price, subject to any required tax withholdings.