0001209191-21-063550.txt : 20211109 0001209191-21-063550.hdr.sgml : 20211109 20211109131310 ACCESSION NUMBER: 0001209191-21-063550 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210831 FILED AS OF DATE: 20211109 DATE AS OF CHANGE: 20211109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LOPKER PAMELA M CENTRAL INDEX KEY: 0001102753 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35013 FILM NUMBER: 211391176 MAIL ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QAD INC CENTRAL INDEX KEY: 0001036188 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770105228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 BUSINESS PHONE: 8055666000 MAIL ADDRESS: STREET 1: 100 INNOVATION PLACE CITY: SANTA BARBARA STATE: CA ZIP: 93108 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-31 1 0001036188 QAD INC QADA, QADB 0001102753 LOPKER PAMELA M 100 INNOVATION PLACE SANTA BARBARA CA 93108 1 1 1 0 President Common Stock 2021-08-31 4 G 0 470362 0.00 D 7206377 I See footnote 7. Common Stock 2021-10-22 4 G 0 235181 0.00 D 6971196 I See footnote 7. Common Stock 2021-11-05 4 M 0 860000 A 7831196 I See footnote 7. Common Stock 2021-11-05 4 M 0 90000 A 7921196 I See footnote 7. Common Stock 2021-11-05 4 M 0 35376 0.00 A 7956572 I See footnote 7. Common Stock 2021-11-05 4 J 0 3085714 87.50 D 4870858 I See footnote 7. Common Stock 2021-11-05 4 D 0 4870858 87.50 D 0 I See footnote 7. Stock Appreciation Right (right to buy) 2021-11-05 4 M 0 860000 0.00 D Common Stock 860000 0 D Stock Appreciation Right (right to buy) 2021-11-05 4 M 0 90000 0.00 D Common Stock 90000 0 D Performance Stock Units 2021-11-05 4 M 0 35376 0.00 D Common Stock 35376 0 D Gift of shares to Lopker Family Foundation. Conversion of stock appreciation rights ("SARs") to acquire Issuer's Class A common stock. See also footnote 8. Conversion of SARs to acquire Issuer's Class B common stock. See also footnote 9. Disposition pursuant to Agreement and Plan of Merger, dated as of June 27, 2021 (the "Merger Agreement") by and among Issuer, Project Quick Parent, LLC, a Delaware limited liability company ("Parent"), and Project Quick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Parent. In connection with the Merger described in footnote 6, and pursuant to that certain Contribution and Exchange Agreement, dated June 27, 2021, by and between Project Quick Ultimate Parent, LP, a Delaware limited partnership ("Parent"), and Pamela M. Lopker, The Lopker Living Trust dated November 18, 2013, and the Estate of Karl F. Lopker (collectively, the "Rollover Investor"), the Rollover Investor contributed such shares (the "Rollover Shares") to Parent. In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Shares") (other than Shares issued and held by Issuer or any of its direct or indirect wholly owned subsidiaries immediately prior to the Merger effective time, Shares owned by Parent, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries immediately prior to the Merger effective time, Rollover Shares and Dissenting Shares (as defined in Issuer's proxy statement)), issued and outstanding immediately prior to the Merger effective time was cancelled and converted into the right to receive from Parent $87.50 per share in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement. Shares reported herein, including shares disposed of pursuant to the Merger Agreement and ancillary agreements by the Reporting Person, consist of all shares of Class A common stock and Class B common stock held by Pamela M. Lopker, the Lopker Living Trust, and the Estate of Karl M. Lopker. SARs to acquire Issuer's Class A Common Stock. SARs for (i) 160,000 shares, exercise price $19.12, exercisable June 24, 2017, expiration June 14, 2024; (ii) 160,000 shares, exercise price $22.18, exercisable June 11, 2015, expiration June 11, 2022; (iii) 160,000 shares, exercise price $26.11, exercisable June 9, 2016, expiration June 9, 2023; (iv) 190,000 shares, exercise price $31.65, exercisable June 13, 2018, expiration June 13, 2025; and (v) 190,000 shares, exercise price $53.50, exercisable June 11, 2019, expiration June 11, 2026. SARs to acquire Issuer's Class B Common Stock. SARs for (i) 30,000 shares, exercise price $16.07, exercisable June 24, 2017, expiration June 14, 2024; (ii) 30,000 shares, exercise price $18.80, exercisable June 11, 2015, expiration June 11, 2022; and (iii) 30,000 shares, exercise price $21.25, exercisable June 9, 2016, expiration June 9, 2023. Not applicable. /s/ Pamela M. Lopker 2021-11-09