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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENGINEERED SUPPORT SYSTEMS INC [ EASI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 01/31/2006 | D | 12,657 | D | (1) | 0 | I | William H.T. Bush Trust dated 6/6/90 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Option to purchase | $8.859 | 01/31/2006 | D | 8,438 | 03/06/2001 | 03/05/2006 | Common | 8,438 | (2) | 0 | D | ||||
Option to purchase | $5.185 | 01/31/2006 | D | 33,750 | 03/29/2001 | 03/28/2006 | Common | 33,750 | (3) | 0 | D | ||||
Option to purchase | $12.631 | 01/31/2006 | D | 8,438 | 03/05/2002 | 03/04/2007 | Common | 8,438 | (4) | 0 | D | ||||
Option to purchase | $16.613 | 01/31/2006 | D | 8,438 | 03/04/2003 | 03/03/2008 | Common | 8,438 | (5) | 0 | D | ||||
Option to purchase | $35.833 | 01/31/2006 | D | 8,438 | 03/02/2004 | 03/01/2009 | Common | 8,438 | (6) | 0 | D | ||||
Option to purchase | $37.173 | 01/31/2006 | D | 8,438 | 03/01/2005 | 02/28/2010 | Common | 8,438 | (7) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to Agreement and Plan of Merger between issuer and DRS Technologies, Inc. in exchange for $30.10 in cash and .2628 shares of DRS common stock having a value of $49.425 per share on the effective date of the merger. |
2. This option was canceled pursuant to the Agreement and Plan of Merger between issuer and DRS Technologies, Inc. in exchange for $23.91 in cash and .2088 shares of DRS common stock, representing the difference between the exercise price of the option and the merger consideration. The per share merger consideration was $30.10 in cash and .2628 shares of DRS common stock having a market value of $49.425 on the effective date of the merger. |
3. This option was canceled pursuant to the Agreement and Plan of Merger between issuer and DRS Technologies, Inc. in exchange for $26.48 in cash and .2312 shares of DRS common stock, representing the difference between the exercise price of the option and the merger consideration. |
4. This option was canceled pursuant to the Agreement and Plan of Merger between issuer and DRS Technologies, Inc. in exchange for $21.28 in cash and .1858 shares of DRS common stock, representing the difference between the exercise price of the option and the merger consideration. |
5. This option was canceled pursuant to the Agreement and Plan of Merger between issuer and DRS Technologies, Inc. in exchange for $18.49 in cash and .1615 shares of DRS common stock, representing the difference between the exercise price of the option and the merger consideration. |
6. This option was canceled pursuant to the Agreement and Plan of Merger between issuer and DRS Technologies, Inc. in exchange for $5.07 in cash and .0443 shares of DRS common stock, representing the difference between the exercise price of the option and the merger consideration. |
7. This option was canceled pursuant to the Agreement and Plan of Merger between issuer and DRS Technologies, Inc. in exchange for $4.13 in cash and .0361 shares of DRS common stock, representing the difference between the exercise price of the option and the merger consideration. |
/s/ Daniel Kreher, attorney in fact | 02/02/2006 | |
** 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. |