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
TESSCO TECHNOLOGIES INC [ TESS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2019 | ||||||||||||||||||||||||||
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 | 05/10/2019 | M | 625 | A | (5) | 5,694 | D(2) | |||
Common Stock | 05/10/2019 | F | 509 | D | (4) | 5,185 | D(2) | |||
Common Stock | 05/10/2019 | M | 1,875 | A | (1) | 7,060 | D(2) |
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 | ||||||||
Employee Stock Option | $18.03 | 05/10/2019 | A | 17,000 | (3) | 05/10/2025 | Common Stock | 17,000 | $0 | 17,000 | D |
Explanation of Responses: |
1. Reflects Common Stock covered by Performance Stock Units, sometimes referred to as PSUs, as and to the extent which the applicable performance requirements have been met (referred to as PSUs "earned"), and which now represent the conditional right to receive one share of Common Stock per PSU on the basis of continued time vesting. PSUs granted May 10, 2018, with a fiscal 2019 performance year, for 2,500 shares of Common Stock were earned on May 10, 2019 whereupon the shares of Common Stock underlying one fourth of the earned PSU were issued on the same date, and the remaining 1,875 shares will be issued in three equal annual installments of 625 shares on or about each of the succeeding three anniversaries of such date, subject to the Reporting Person's continued association with the Issuer on the applicable date. Reporting Person has elected to report the shares of Common Stock as an award in Table I instead of reporting the award of the PSUs in Table II. |
2. All shares are owned directly, except for 368 shares which are owned indirectly, through the TESSCO Technologies 401(k) plan and 1,224 shares owned indirectly through the TESSCO Team Member Stock Purchase Plan, and in the case of the 5,694 and 5,185 shares indicated as beneficially owned, 1,850 shares which are the subject of fiscal 2018 performance year PSUs earned but not yet vested (previously reported in Table I), and in the case of the 7,060 shares indicated as beneficially owned, 3,750 shares which are the subject of fiscal 2018 and 2019 performance year PSUs earned but not yet vested. |
3. The options will vest 25% after 1 year and then the remainder vests 1/36 each month for 3 years. |
4. $18.03 closing market price on May 10, 2019. |
5. Reflects shares earned and vested (issued) in respect of PSUs with a fiscal 2019 performance year. See Footnote (1) for explanation. |
Joseph M. Cawley by Aric Spitulnik by Power of Attorney | 05/11/2020 | |
** 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. |