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