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
HARTE HANKS INC [ HHS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/02/2022 | ||||||||||||||||||||||||||
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 | 12/02/2022 | J(1) | 100,000 | A | (1) | 100,000 | D(2) |
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 | ||||||||
Series A Convertible Preferred Stock | (1) | 12/02/2022 | J(1) | 9,926 | (3) | (3) | Common Stock | 1,001,658(3) | (3) | 0 | D(2) |
Explanation of Responses: |
1. Pursuant to a Stock Repurchase Agreement, dated June 30, 2022, between the Issuer and Wipro LLC, the Issuer repurchased 9,926 shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares") from Wipro LLC (the "Repurchase Transaction") for consideration consisting of (i) $9,926,000 in cash and (ii) 100,000 shares of the Issuer's Common Stock. |
2. This report on Form 4 is jointly filed by Wipro LLC and Wipro Limited. Wipro LLC is a wholly-owned subsidiary of Wipro Limited. Wipro LLC directly owns the shares of Common Stock reported herein and, prior to the Repurchase Transaction, directly owned the shares of Series A Convertible Preferred Stock reported herein. Wipro Limited may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of all of the shares owned by Wipro LLC. |
3. The Series A Shares converted into shares of Common Stock at the rate of approximately one Series A Share for 100.9126 shares of Common Stock. The conversion ratio reflects an adjustment of the Issuer's 1-for-10 reverse stock split effective January 31, 2018. The actual number of shares of Common Stock may differ by approximately 50 shares. |
Remarks: |
Following the reported transactions, the Reporting Persons no longer beneficially own 10% of the Issuer's Common Stock |
/s/ Mohit Bansal, Name: Mohit Bansal, Title: Manager | 12/09/2022 | |
/s/ Jatin Pravinchandra Dalal, Name: Jatin Pravinchandra Dalal, Title: Chief Financial Officer | 12/09/2022 | |
** 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. |