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

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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^*

HALE MARTIN M JR

(Last)

(First)

(Middle)

17 STATE STREET, SUITE 3230

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADEPT TECHNOLOGY INC [ ADEP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2015

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	10/23/2015		U		1,321,700	D	$13	0	I	See footnote⁽¹⁾

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)
Non-Qualified Director Stock Option (right to buy)	$4.22	10/23/2015		U			10,000	⁽²⁾	09/18/2022	Common Stock	10,000	⁽³⁾⁽⁴⁾	0	D⁽⁵⁾
Non-Qualified Director Stock Option (right to buy)	$8.66	10/23/2015		U			6,000	11/13/2015	11/13/2024	Common Stock	6,000	⁽³⁾⁽⁴⁾	0	D⁽⁵⁾
Non-Qualified Director Stock Option (right to buy)	$9.15	10/23/2015		U			6,000	11/20/2014	11/20/2023	Common Stock	6,000	⁽³⁾⁽⁴⁾	0	D⁽⁵⁾

Explanation of Responses:

1. The shares of common stock (the "Common Stock") of Adept Technology, Inc. (the "Issuer") reported herein are indirectly held by Hale Capital Partners, LP, a Delaware limited partnership ("HCP"). Martin M. Hale, Jr. ("MH") is the Chief Executive Officer of HCP. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of Hale Fund Management, LLC, a Delaware limited liability company ("HFM"), the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP. Each of MH, HCP, HFP, HFM, HCM and HCP-ROBO (as defined below) disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. The non-qualified director stock options were exercisable as follows: 50% of the grant on the first annual meeting of stockholders following the appointment or election of MH to the board of directors of the Issuer and the remaining 50% at the second annual meeting of stockholders of the Issuer following the appointment or election of MH as a director of the Issuer.

3. On September 16, 2015, the Issuer entered into an Agreement and Plan of Merger, dated September 16, 2015 (the "Merger Agreement") with OMRON Corporation, a Japanese corporation ("OMRON"), Omron Management Center of America, Inc., a Delaware corporation and wholly-owned subsidiary of OMRON ("OMCA"), and Hoffman Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of OMCA ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub commenced a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Common Stock at a price of $13.00 per share.

4. Each outstanding option to purchase shares of Common Stock (whether or not vested or exercisable), including the non-qualified director stock options reported herein, was cancelled immediately upon the consummation of the Offer and converted into the right to receive upon consummation of the Offer an amount in cash equal to the positive difference between the offer price of $13.00 per share and the exercise price of such option.

5. The non-qualified director stock options were held by MH for the benefit of HCP-ROBO, LLC ("HCP-ROBO"). HCP is the sole member of HCP-ROBO.

Remarks:

MH served on the board of directors of the Issuer as a representative of HCP until the closing of the transactions contemplated by the Merger Agreement, which closing occurred on October 23, 2015. Accordingly, HCP, HFP, HFM, HCM and HCP-ROBO may be deemed directors by deputization by virtue of the fact that MH served on the board of directors of the Issuer.

	/s/ Martin M. Hale, Jr.	10/27/2015
	** 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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