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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MCGINNIS WILLIAM

(Last)

(First)

(Middle)

24007 VENTURA BLVD

SUITE 200

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL TECHNICAL SYSTEMS INC /CA/ [ NTSC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2013

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	11/22/2013		J		126,087	D	⁽¹⁾	13,480	D
COMMON STOCK	11/22/2013		D		13,480	D	⁽²⁾	0	D
COMMON STOCK	11/22/2013		D		11,325	D	⁽²⁾	0	I	By wife

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)
Stock Options (Right to Buy)	$4.56	11/22/2013		D			15,000	⁽³⁾	06/28/2014	Common Stock	15,000	⁽³⁾	0	D
Stock Options (Right to Buy)	$4.76	11/22/2013		D			25,000	⁽³⁾	12/01/2015	Common Stock	25,000	⁽³⁾	0	D
Phantom Stock Appreciation Rights	$7.5	11/22/2013		D			250,000	⁽⁴⁾	12/01/2015	Common Stock	250,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to a contribution agreement dated November 21, 2013 between the reporting person and NTS Holding Corporation, Inc. ("NTS Holding"), the sole owner of Nest Parent, Inc., in exchange for newly issued shares of NTS Holding, valuing the contributed securities at $23.00 per share.

2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 15, 2013, between National Technical Systems, Inc. (the "Company"), Nest Parent, Inc. and Nest Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $23.00 per share.

3. Pursuant to the Merger Agreement, each outstanding stock option, whether vested or unvested, was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $23.00 exceeded the exercise price per share of common stock underlying such stock option.

4. In connection with the consummation of the transactions contemplated by the Merger Agreement, each vested phantom stock appreciation right was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $23.00 exceeded the applicable grant price per phantom stock appreciation right. On October 23, 2012, the compensation committee of the Company's board of directors exercised its discretion to accelerate the vesting of all phantom stock appreciation rights in connection with a change of control occurring before October 23, 2014. Accordingly, all outstanding and unvested phantom stock appreciation rights vested upon the consummation of the transactions contemplated by the Merger Agreement and were cancelled in exchange for the aforementioned consideration.

Remarks:

	/s/ William McGinnis	11/25/2013
	** 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 Number.