Statement of Changes in Beneficial Ownership (4)
2023年2月10日 - 6:08AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Fishback Daniel R |
2. Issuer Name and Ticker or Trading Symbol
Qumu Corp
[
QUMU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
76 ADAM WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/7/2023 |
(Street)
ATHERTON, CA 94027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/7/2023 | | U | | 124659 | D | $0.90 | 0 | I | By Trust (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units | (2) | 2/8/2023 | | D | | | 25000 | (2) | (2) | Common Stock | 25000.0 | (2) | 0 | D | |
Restricted Stock Units | (2) | 2/8/2023 | | D | | | 14967 | (2) | (2) | Common Stock | 14967.0 | (2) | 0 | D | |
Restricted Stock Units | (2) | 2/8/2023 | | D | | | 17353 | (2) | (2) | Common Stock | 17353.0 | (2) | 0 | D | |
Explanation of Responses: |
(1) | Fishback Family Revocable Trust, of which reporting person is the trustee. |
(2) | On December 19, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Enghouse Interactive, Inc. and Cosmos Merger Sub, Inc. ("Purchaser"), providing for an offer by Purchaser to purchase all of the outstanding common stock of the Issuer (the "Offer") for $0.90 per share followed by a merger of Purchaser with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Enghouse Interactive, Inc. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding award of restricted stock, restricted stock units and the earned portion of each performance stock unit award was vested as of immediately before the Effective Time and was canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to $0.90 per share, multiplied by the number of shares of Common Stock subject to such award. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fishback Daniel R 76 ADAM WAY ATHERTON, CA 94027 | X |
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Signatures
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/s/ Eric Nyberg, Attorney-in-Fact for Daniel R. Fishback | | 2/8/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Qumu (NASDAQ:QUMU)
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