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
TECHTEAM GLOBAL INC [ TEAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2010 | ||||||||||||||||||||||||||
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 | 12/13/2010 | U(1) | 7,073(1) | D | $8.35 | 21,993 | D | |||
Common Stock | 12/13/2010 | U(2) | 6,100(2) | D | $8.35 | 15,893 | I | By 401(k) plan | ||
Common Stock | 12/13/2010 | U(3) | 15,893(3) | D | $8.35 | 0 | D |
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 - Right to Buy | $9 | 12/13/2010 | U(4) | 10,000 | (4) | 07/09/2014 | Common Stock | 10,000 | $0 | 0 | D | ||||
Option - Right to Buy | $9.83 | 12/13/2010 | U(5) | 10,000 | (5) | 12/13/2015 | Common Stock | 10,000 | $0 | 0 | D | ||||
Option - Right to Buy | $11.82 | 12/13/2010 | U(6) | 10,000 | (6) | 11/14/2017 | Common Stock | 10,000 | $0 | 0 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among TechTeam Global, Inc. (the "Company"), Stefanini International Holdings Ltd ("Parent") and Platinum Merger Sub, Inc. ("Purchaser"), these shares were tendered pursuant to a tender offer by Purchaser to purchase all outstanding Company common stock for $8.35 a share, without interest, less any withholding taxes. The offer was consummated on December 13, 2010. |
2. These shares were held by the reporting person on December 13, 2010 in TechTeam Global, Inc.'s 401(k) plan. Pursuant to the Merger Agreement, these shares were tendered pursuant to a tender offer by Purchaser to purchase all outstanding Company common stock for $8.35 a share, without interest, less any withholding taxes. The offer was consummated on December 13, 2010. |
3. Pursuant to the Merger Agreement, these shares, which were outstanding immediately prior to the time Purchaser merged with and into the Company on December 13, 2010 (the "Merger"), were immediately cancelled and converted into the right to receive cash consideration equal to $8.35, without interest, less any required tax withholdings. |
4. These options, which were outstanding and unexercised immediately prior to the purchase of tendered shares by Purchaser (the "Purchase Time"), to the extent unvested, accelerated, and became fully vested and all such outstanding and unexercised options were immediately cancelled and terminated at the Purchase Time. |
5. These options, which were outstanding and unexercised immediately prior to the Purchase Time, to the extent unvested, accelerated, and became fully vested and all such outstanding and unexercised options were immediately cancelled and terminated at the Purchase Time. |
6. These options, which were outstanding and unexercised immediately prior to the Purchase Time, to the extent unvested, accelerated, and became fully vested and all such outstanding and unexercised options were immediately cancelled and terminated at the Purchase Time. |
/s/ Michael A. Sosin | 12/13/2010 | |
** 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. |