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
UniTek Global Services, Inc. [ UNTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/02/2011 | ||||||||||||||||||||||||||
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 | 05/02/2011 | M | 1,222(1) | A | $0 | 1,222(2)(3) | D | |||
Common Stock | 4,521,264(2)(3) | I | See footnote(2)(3) |
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 | ||||||||
Restricted Stock Units (RSUs) | (4) | 05/02/2011 | A | 4,888 | (5) | (5) | Common Stock | 4,888 | $0 | 4,888 | D |
Explanation of Responses: |
1. The Common Stock represents the 20% of the Restricted Stock Units (RSUs) that were vested and paid on May 2, 2011. |
2. The reporting person previously held a direct or indirect interest in Sector Performance Fund, LP, HM Unitek Coinvest, LP, and SPF SBS LP (the "Investment Funds"), which beneficially own an aggregate of 4,521,264 shares of Common Stock of the issuer. Mr. Brodsky is a former executive officer and member of Ultimate GP. Mr. Brodskly was a member of a six-person committee (previously consisting of Mr. Brodsky, Mr. Colonnetta, Jason H. Downie, Edward Herring, John R. Muse and Andrew Rosen) that exercises, on behalf of Ultimate GP, voting and dispositive powers over the securities held by the Investment Funds. |
3. No single member of the committee has sole dispositive and/or voting power over the securities held by the Investment Funds. Mr. Brodsky may be deemed to beneficially own all or a portion of the shares of Common Stock beneficially owned by the Investment Funds; however, Mr. Brodsky disclaims beneficial ownership of the shares of Common Stock, except to the extent of any pecuniary interest therein. |
4. The RSUs represent the right to receive one share of the issuer's common stock for each vested RSU. |
5. The RSUs were awarded as a portion of the annual compensation of non-employee members of the Board of Directors of the issuer under the Berliner Communications, Inc. 2009 Omnibus Equity and Incentive Compensation Plan. The RSUs will vest in accordance with the following schedule: 20% (1,222 RSUs) were vested and paid on May 2, 2011 and are reported in Table I as Common Stock, and the remaining 80% (4,888 RSUs) shall vest and be paid in 20% increments on each of January 1, 2012, January 1, 2013, January 1, 2014 and January 1, 2015; provided that the reporting person remains in continuous employment or service with the issuer on each applicable vesting date. |
/s/ Kyle M. Hall, Attorney-in-fact | 07/14/2011 | |
** 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). | ||
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. |