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
VICON INDUSTRIES INC /NY/ [ VII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2014 | ||||||||||||||||||||||||||
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 | 08/29/2014 | A | 85,425 | A | (1) | 85,425 | 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 | ||||||||
Stock Option (Right to Buy) | $0.44 | 08/29/2014 | A | 6,313 | 08/29/2014 | 11/08/2014 | Common Stock | 6,313 | (2) | 6,313 | D | ||||
Stock Option (Right to Buy) | $0.44 | 08/29/2014 | A | 11,782 | 08/29/2014 | 10/11/2015 | Common Stock | 11,782 | (2) | 18,095 | D | ||||
Stock Option (Right to Buy) | $2.26 | 08/29/2014 | A | 11,362 | 08/29/2014 | 11/14/2016 | Common Stock | 11,362 | (2) | 29,457 | D | ||||
Stock Option (Right to Buy) | $5.27 | 08/29/2014 | A | 7,574 | 08/29/2014 | 12/07/2017 | Common Stock | 7,574 | (2) | 37,031 | D | ||||
Stock Option (Right to Buy) | $8.4 | 08/29/2014 | A | 7,574 | 08/29/2014 | 12/04/2018 | Common Stock | 7,574 | (2) | 44,605 | D | ||||
Stock Option (Right to Buy) | $1.78 | 08/29/2014 | A | 37,873 | (3) | 12/18/2022 | Common Stock | 37,873 | (2) | 82,478 | D | ||||
Stock Appreciation Right | $2.93 | 08/29/2014 | A | 75,747 | (4) | 01/31/2016 | Common Stock | 75,747 | (5) | 158,225 | D | ||||
Stock Appreciation Right | $3.56 | 08/29/2014 | A | 37,873 | (6) | 01/31/2017 | Common Stock | 37,873 | (5) | 196,098 | D |
Explanation of Responses: |
1. Received in exchange for 338,332 shares of common stock of IQinVision, Inc. ("IQinVision"), in connection with the stock-for-stock merger of IQinVision with VI Merger Sub, Inc., a wholly owned subsidiary of the Issuer, pursuant to which VI Merger Sub, Inc. was merged with and into IQinVision, with IQinVision surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). On the effective date of the Merger, the closing price of the Issuer's common stock was $3.68 per share. |
2. In connection with the Merger, all outstanding IQinVision stock options, whether vested or unvested, were assumed by Vicon. Represents stock options to purchase an aggregate of 326,668 shares of IQinVision common stock, which were assumed by Vicon as of the effective date of the Merger and replaced with options to purchase an aggregate of 82,478 shares of Vicon common stock. |
3. This option is currently exercisable as to 22,092 shares of common stock, and will vest as to the remaining 15,781 shares of common stock in five equal quarterly installments beginning on October 1, 2014. |
4. These stock appreciation rights are currently exercisable with respect to 37,873 shares of common stock, and will vest as to the remaining 37,874 shares of common stock in equal installments on each of January 1, 2015 and January 1, 2016. |
5. In connection with the Merger, all outstanding IQinVision stock appreciation rights, whether vested or unvested, were assumed by Vicon. Represents stock appreciation rights with respect to an aggregate of 450,000 shares of IQinVision common stock, which were assumed by Vicon as of the effective date of the Merger and replaced with stock appreciation rights with respect to an aggregate of 113,620 shares of Vicon common stock. |
6. These stock appreciation rights are currently exercisable with respect to 9,468 shares of common stock, and will vest as to the remaining 28,405 shares of common stock in three equal installments on each of January 1, 2015, January 1, 2016 and January 1, 2017. |
/s/ Charles Chestnutt | 09/03/2014 | |
** 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. |