0001493152-19-002433.txt : 20190222 0001493152-19-002433.hdr.sgml : 20190222 20190222161116 ACCESSION NUMBER: 0001493152-19-002433 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190221 FILED AS OF DATE: 20190222 DATE AS OF CHANGE: 20190222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sullivan Mark J. CENTRAL INDEX KEY: 0001582163 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33525 FILM NUMBER: 19625803 MAIL ADDRESS: STREET 1: C/O COMMAND SECURITY CORPORATION STREET 2: 512 HERNDON PARKWAY, SUITE A CITY: HERNDON STATE: VA ZIP: 20170 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMMAND SECURITY CORP CENTRAL INDEX KEY: 0000864509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 141626307 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 512 HERNDON PARKWAY, SUITE A STREET 2: VAN BUREN OFFICE PARK CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 9144543703 MAIL ADDRESS: STREET 1: 512 HERNDON PARKWAY, SUITE A STREET 2: VAN BUREN OFFICE PARK CITY: HERNDON STATE: VA ZIP: 20170 4 1 ownership.xml X0306 4 2019-02-21 1 0000864509 COMMAND SECURITY CORP MOC 0001582163 Sullivan Mark J. C/O COMMAND SECURITY CORPORATION 512 HERNDON PARKWAY, SUITE A HERNDON VA 20170 1 0 0 0 Stock Options 1.43 2019-02-21 4 D 0 50000 D 2023-07-21 Common Stock 50000 0 D Stock Options 1.80 2019-02-21 4 D 0 25000 D 2014-07-17 2024-07-16 Common Stock 25000 0 D Restricted Stock Units 2019-02-21 4 D 0 25000 2.85 D Common Stock 25000 0 D Restricted Stock Units 2019-02-21 4 D 0 25000 2.85 D Common Stock 25000 0 D Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") entered into on September 18, 2018 among Command Security Corporation (the "Issuer"), Prosegur SIS (USA) Inc., a Delaware corporation ("Parent"), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase shares under the Issuer's stock plans, vested or unvested, was canceled and the holders of the options became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of shares subject to the option, whether vested or unvested, immediately prior to the effective time multiplied by (ii) the excess, if any, of (1) the merger consideration ($2.85) over (2) the exercise price per share of the stock option. Any outstanding stock option that had an exercise price per share equal to or in excess of $2.85 was canceled at the effective time of the Merger for no consideration. The options were granted on 07/22/2013 and vested and became exercisable as to 1/12 of the shares of common stock subject to the options at the end of each month during which the Reporting Person has served as a director. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, exempt under Rule 16b-3(d)(1) and (3). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding RSU granted under the Issuer's stock plans, whether vested or unvested, by virtue of the Merger, was canceled and the holder became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of such RSUs, whether vested or unvested, immediately prior to the effective time multiplied by (ii) $2.85. This award was granted on 09/14/2017 and was scheduled to vest in 36 equal monthly installments with a vesting commencement date of July 21, 2017, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer. This award was granted on 08/29/2018 and was scheduled to vest in 36 equal monthly installments, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer. /s/ Mark J. Sullivan 2019-02-22