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*
Percelay Bruce A

(Last) (First) (Middle)
C/O MAC-GRAY CORPORATION
404 WYMAN STREET, SUITE 400

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAC-GRAY CORP [ TUC ]
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)
01/09/2014
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)
Code V Amount (A) or (D) Price
Common Stock 01/09/2014 D 6,859 D (1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $12.9 01/09/2014 D 5,000 (2) 06/13/2022 Common Stock 5,000 $8.35 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 14, 2013, by and among Mac-Gray Corporation ("Mac-Gray"), CSC ServiceWorks Holdings, Inc., CSC ServiceWorks, Inc., Spin Holdco Inc. and CSC Fenway, Inc. (the "Merger Agreement"). The Merger Agreement provides that each share of Mac-Gray common stock and each outstanding restricted stock unit shall be converted into the right to receive $21.25 in cash, without interest (the "Merger"). The total reported as disposed in this Form 4 includes shares of common stock and restricted stock units.
2. Immediately prior to the effective time of the Merger, each Mac-Gray stock option, whether or not vested and exercisable, outstanding and unexercised immediately prior to the effective time was converted into the right to receive an amount in cash (less applicable tax withholdings) equal to the product of (a) the excess of $21.25 over the per share exercise price of such stock option and (b) the total number of shares of common stock subject to such stock option
/s/ Linda A. Serafini, under Power of Attorney on file 01/13/2014
** 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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