0001213900-24-057284.txt : 20240628
0001213900-24-057284.hdr.sgml : 20240628
20240628171456
ACCESSION NUMBER: 0001213900-24-057284
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240628
FILED AS OF DATE: 20240628
DATE AS OF CHANGE: 20240628
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FITZGERALD ROBERT E
CENTRAL INDEX KEY: 0001226380
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38838
FILM NUMBER: 241086875
MAIL ADDRESS:
STREET 1: 2204 VAQUERO ESTATES BLVD
CITY: WESTLAKE
STATE: TX
ZIP: 76262
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TSR INC
CENTRAL INDEX KEY: 0000098338
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 132635899
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0531
BUSINESS ADDRESS:
STREET 1: 400 OSER AVE
CITY: HAUPPAUGE
STATE: NY
ZIP: 11788
BUSINESS PHONE: 5162310333
MAIL ADDRESS:
STREET 1: 400 OSER AVENUE
CITY: HAUPPAUGE
STATE: NY
ZIP: 11788
FORMER COMPANY:
FORMER CONFORMED NAME: TIME SHARING RESOURCES INC
DATE OF NAME CHANGE: 19840129
4
1
ownership.xml
X0508
4
2024-06-28
1
0000098338
TSR INC
TSRI
0001226380
FITZGERALD ROBERT E
101 SE 25TH AVENUE
MINERAL WELLS
TX
76067
1
0
0
0
0
Common Stock, $0.01 par value
2024-06-28
4
U
0
550499
13.40
D
0
D
Common Stock, $0.01 par value
2024-06-28
4
D
0
10000
13.40
D
0
D
This row reports shares of Common Stock tendered pursuant to the terms of the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto) filed by Vienna Acquisition Corporation ("Merger Sub") in connection with the Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended or supplemented from time to time, the "Merger Agreement"), between TSR, Inc. (the "Issuer") and Merger Sub, which is a wholly owned subsidiary of Vienna Parent Corporation ("Parent"), and Parent. Pursuant to the Merger Agreement, on May 30, 2024, Merger Sub commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of Issuer Common Stock for a purchase price of $13.40 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. On June 28, 2024, Merger Sub accepted all shares of Common Stock tendered in the Offer.
This row reports shares of unvested restricted Common Stock cancelled pursuant to the Merger Agreement, pursuant to which Merger Sub merged into Issuer, effective on June 28, 2024 (the "Effective Time"), with Issuer becoming a wholly owned indirect subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Unvested Restricted Stock Award (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive, for each Share underlying such Unvested Restricted Stock Award, an amount in cash without interest equal to the $13.40, less any applicable tax withholding.
This amount includes 498,884 Shares held by QAR Industries, Inc. of which Mr. Fitzgerald is President, Chairman of the Board and majority shareholder.
By virtue of the Merger Agreement, the reporting person has ceased being a director of the Issuer.
/s/ Robert E. Fitzgerald
2024-06-28