Statement of Changes in Beneficial Ownership (4)
06 Abril 2021 - 6:01PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
SMITH EDWARD J |
2. Issuer Name and Ticker or Trading Symbol
SMTC CORP
[
SMTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
C/O SMTC CORPORATION, 7050 WOODBINE AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/5/2021 |
(Street)
MARKHAM, A6 L3R 4G8
(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 | 4/5/2021 | | D(1) | | 461228 | D | $6.044 | 0 | D | |
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 |
Stock Option (right to buy) | $1.23 | 4/5/2021 | | D (2) | | | 490358 | (3) | 5/15/2027 | Common Stock | 490358 | $4.81 (2) | 0 | D | |
Stock Option (right to buy) | $3.67 | 4/5/2021 | | D (2) | | | 250000 | (3) | 5/13/2029 | Common Stock | 250000 | $2.37 (2) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 3, 2021, by and among EMS Silver Inc. ("EMS Silver"), EMS Silver Merger Sub Inc., a wholly owned subsidiary of EMS Silver, and the issuer, pursuant to which, at the effective time of the merger, the outstanding shares of the issuers common stock were converted into the right to receive $6.044 per share in cash, without interest. |
(2) | Disposed of pursuant to the Merger Agreement, pursuant to which, at the effective time of the merger, the option was cancelled in exchange for the right to receive $6.044 per share in cash, without interest, less the per share exercise price. |
(3) | This option, which originally provided for vesting based upon achievement of stock price hurdles, became fully vested in connection with the merger. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SMITH EDWARD J C/O SMTC CORPORATION 7050 WOODBINE AVENUE MARKHAM, A6 L3R 4G8 | X |
| President & CEO |
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Signatures
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Edward J. Smith | | 4/6/2021 |
**Signature of Reporting Person | Date |
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