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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1. Name and Address of Reporting Person*
COOPER MILTON E

(Last) (First) (Middle)
C/O L-1 IDENTITY SOLUTIONS, INC.
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
L-1 IDENTITY SOLUTIONS, INC. [ ID ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2011
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 07/25/2011 D 47,147(1) D $12(1) 0(1) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $11.29 07/25/2011 D 14,190 (2) 10/24/2012(2) Common STock, par value $0.001 per share 14,190 $0.71(2) 0(2) D
Employee Stock Options (right to buy) $11.75 07/25/2011 D 14,190 (3) 10/30/2013(3) Common Stock, par value $0.001 per share 14,190 $0.25(3) 0(3) D
Employee Stock Options (right to buy) $11.23 07/25/2011 D 7,095 (4) 02/02/2014(4) Common Stock, par value $0.001 per share 7,095 $0.77(4) 0(4) D
Employee Stock Options (right to buy) $9.64 07/25/2011 D 7,095 (5) 11/15/2015(5) Common Stock, par value $0.001 per share 7,095 $2.36(5) 0(5) D
Explanation of Responses:
1. On July 25, 2011, L-1 Identity Solutions, Inc., a Delaware corporation (the "Issuer"), was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of September 19, 2010 (the "Merger Agreement"), by and among the Issuer, Safran SA, a french societe anonyme ("Parent"), and Laser Aquisition Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). In connection with the Merger, all shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), held by the Reporting Person at the effective time of the Merger (the "Effective Time") were exchanged for merger consideration consisting of $12.00 in cash per share of Common Stock, subject to applicable withholding amounts, as described in the Merger Agreement.
2. These options to purchase 14,190 shares of Common Stock were fully vested. As of the Effective Time, each option was cancelled in the Merger in exchange for a cash payment of $0.71 ($10,075 in the aggregate), representing the difference between the exercise price of the options ($11.29 per share) and the merger consideration ($12.00 per share), subject to applicable tax withholding amounts. Any other stock options held by the Reporting Person were cancelled as of the Effective Time for no value.
3. These options to purchase 14,190 shares of Common Stock were fully vested. As of the Effective Time, each option was cancelled in the Merger in exchange for a cash payment of $0.25 ($3,548 in the aggregate), representing the difference between the exercise price of the options ($11.75 per share) and the merger consideration ($12.00 per share), subject to applicable tax withholding amounts. Any other stock options held by the Reporting Person were cancelled as of the Effective Time for no value.
4. These options to purchase 7,095 shares of Common Stock were fully vested. As of the Effective Time, each option was cancelled in the Merger in exchange for a cash payment of $0.77 ($5,463 in the aggregate), representing the difference between the exercise price of the options ($11.23 per share) and the merger consideration ($12.00 per share), subject to applicable tax withholding amounts. Any other stock options held by the Reporting Person were cancelled as of the Effective Time for no value.
5. These options to purchase 7,095 shares of Common Stock were fully vested. As of the Effective Time, each option was cancelled in the Merger in exchange for a cash payment of $2.36 ($16,744 in the aggregate), representing the difference between the exercise price of the options ($9.64 per share) and the merger consideration ($12.00 per share), subject to applicable tax withholding amounts. Any other stock options held by the Reporting Person were cancelled as of the Effective Time for no value.
Remarks:
Milton E. Cooper 07/27/2011
** 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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