Sec Form 4 Filing - LOPKER PAMELA M @ QAD INC - 2021-08-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LOPKER PAMELA M 2. Issuer Name and Ticker or Trading Symbol QAD INC [ QADA, QADB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 100 INNOVATION PLACE 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2021 (Street) SANTA BARBARA, CA93108 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/31/2021 G( 1 ) 470,362 D $ 0 7,206,377 I See footnote 7. Common Stock 10/22/2021 G 235,181 D $ 0 6,971,196 I See footnote 7. Common Stock 11/05/2021 M 860,000 A 7,831,196 I See footnote 7. Common Stock 11/05/2021 M 90,000 A 7,921,196 I See footnote 7. Common Stock 11/05/2021 M 35,376 A $ 0 7,956,572 I See footnote 7. Common Stock 11/05/2021 J( 4 ) 3,085,714 ( 5 ) D $ 87.5 4,870,858 I See footnote 7. Common Stock 11/05/2021 D( 4 ) 4,870,858 D $ 87.5 ( 6 ) 0 I ( 7 ) See footnote 7.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Appreciation Right (right to buy) ( 8 ) 11/05/2021 M 860,000 ( 8 ) ( 8 ) Common Stock 860,000 $ 0 0 D Stock Appreciation Right (right to buy) ( 9 ) 11/05/2021 M 90,000 ( 9 ) ( 9 ) Common Stock 90,000 $ 0 0 D Performance Stock Units ( 10 ) 11/05/2021 M 35,376 ( 10 ) ( 10 ) Common Stock 35,376 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LOPKER PAMELA M 100 INNOVATION PLACE SANTA BARBARA, CA93108 X X President Signatures /s/ Pamela M. Lopker 11/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gift of shares to Lopker Family Foundation. ( 2 )Conversion of stock appreciation rights ("SARs") to acquire Issuer's Class A common stock. See also footnote 8. ( 3 )Conversion of SARs to acquire Issuer's Class B common stock. See also footnote 9. ( 4 )Disposition pursuant to Agreement and Plan of Merger, dated as of June 27, 2021 (the "Merger Agreement") by and among Issuer, Project Quick Parent, LLC, a Delaware limited liability company ("Parent"), and Project Quick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Parent. ( 5 )In connection with the Merger described in footnote 6, and pursuant to that certain Contribution and Exchange Agreement, dated June 27, 2021, by and between Project Quick Ultimate Parent, LP, a Delaware limited partnership ("Parent"), and Pamela M. Lopker, The Lopker Living Trust dated November 18, 2013, and the Estate of Karl F. Lopker (collectively, the "Rollover Investor"), the Rollover Investor contributed such shares (the "Rollover Shares") to Parent. ( 6 )In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Shares") (other than Shares issued and held by Issuer or any of its direct or indirect wholly owned subsidiaries immediately prior to the Merger effective time, Shares owned by Parent, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries immediately prior to the Merger effective time, Rollover Shares and Dissenting Shares (as defined in Issuer's proxy statement)), issued and outstanding immediately prior to the Merger effective time was cancelled and converted into the right to receive from Parent $87.50 per share in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement. ( 7 )Shares reported herein, including shares disposed of pursuant to the Merger Agreement and ancillary agreements by the Reporting Person, consist of all shares of Class A common stock and Class B common stock held by Pamela M. Lopker, the Lopker Living Trust, and the Estate of Karl M. Lopker. ( 8 )SARs to acquire Issuer's Class A Common Stock. SARs for (i) 160,000 shares, exercise price $19.12, exercisable June 24, 2017, expiration June 14, 2024; (ii) 160,000 shares, exercise price $22.18, exercisable June 11, 2015, expiration June 11, 2022; (iii) 160,000 shares, exercise price $26.11, exercisable June 9, 2016, expiration June 9, 2023; (iv) 190,000 shares, exercise price $31.65, exercisable June 13, 2018, expiration June 13, 2025; and (v) 190,000 shares, exercise price $53.50, exercisable June 11, 2019, expiration June 11, 2026. ( 9 )SARs to acquire Issuer's Class B Common Stock. SARs for (i) 30,000 shares, exercise price $16.07, exercisable June 24, 2017, expiration June 14, 2024; (ii) 30,000 shares, exercise price $18.80, exercisable June 11, 2015, expiration June 11, 2022; and (iii) 30,000 shares, exercise price $21.25, exercisable June 9, 2016, expiration June 9, 2023. ( 10 )Not applicable.

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