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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X
 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*
OLOFSON TOM W
(Last) (First) (Middle)
501 KANSAS AVE
(Street)
KANSAS CITY KS 66105
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EPIQ SYSTEMS INC [ EPIQ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016
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 09/30/2016 A 132,765(1) A $0.00 2,555,417(2) D
Common Stock 09/30/2016 D 2,389,035(3) D $16.5 166,382 D
Common Stock 09/30/2016 D 166,382(4) D $16.5 0 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
Non-Qualified Stock Option (right to buy) $10.39 09/30/2016 D 262,500 (5) 12/08/2016 Common Stock 262,500 $6.11 0 D
Non-Qualified Stock Option (right to buy) $14.25 09/30/2016 D 100,000 (6) 12/29/2019 Common Stock 100,000 $2.25 0 D
Explanation of Responses:
1. Represents unvested performance restricted stock units (PRSUs) granted on January 28, 2016 that represented a contingent right to receive one share of common stock per PRSU. Pursuant to the Agreement and Plan of Merger, dated as of July 26, 2016, by and among Epiq Systems, Inc., Document Technologies, LLC and DTI Merger Sub, Inc. (the "Merger Agreement") and the applicable award agreement, these PRSUs became fully vested at the effective time of the merger.
2. Since the date of the reporting person's last Form 4, 140,000 shares held by the Tom W. and Jeanne H. Olofson Foundation, over which the reporting person reported beneficial ownership, were transferred to the Jeanne H. Olofson Foundation pursuant to a domestic relations order. The Tom W. and Jeanne H. Olofson Foundation then changed its name to the Tom W. Olofson Family Foundation. The reporting person does not have beneficial ownership of any securities owned by the Jeanne. H. Olofson Foundation.
3. Pursuant to the Merger Agreement, these shares were canceled and converted into the right to receive $16.50 per share in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). Of these shares, 140,000 shares were held by the Tom W. Olofson Family Foundation. The reporting person will not receive any proceeds from the disposition of the shares held by the Tom W. Olofson Family Foundation in the merger.
4. Pursuant to the Merger Agreement, these shares of unvested restricted stock became fully vested at the effective time of the merger and were canceled and converted into the right to receive the Merger Consideration.
5. Represents an exercisable option, which was granted and vested immediately on December 8, 2006. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.11 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.
6. Represents an exercisable option, which was granted and vested immediately on December 29, 2009. The option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $2.25 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the Merger Consideration.
Remarks:
/s/ Tom W. Olofson 09/30/2016
** 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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