Sec Form 4 Filing - Smith Russell Lewell @ EDGEWATER TECHNOLOGY INC/DE/ - 2018-11-01

Insider filing report for Changes in Beneficial Ownership
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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
Smith Russell Lewell
2. Issuer Name and Ticker or Trading Symbol
EDGEWATER TECHNOLOGY INC/DE/ [ EDGW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Fullscope
(Last) (First) (Middle)
200 HARVARD MILL SQUARE SUITE 320
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2018
(Street)
WAKEFILED, MA01880
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 11/01/2018 D 51,162 D 0 D
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 Option ( 2 ) $ 3.52 11/01/2018 D 20,000 03/07/2012 03/07/2019 Common Stock 20,000 ( 2 ) 0 D
Stock Option ( 2 ) $ 4.04 11/01/2018 D 75,000 09/26/2012 09/26/2019 Common Stock 75,000 ( 2 ) 0 D
Stock Option ( 2 ) $ 6.89 11/01/2018 D 30,000 03/05/2014 03/05/2021 Common Stock 30,000 ( 2 ) 0 D
Stock Option ( 2 ) $ 6.99 11/01/2018 D 50,000 03/06/2015 03/06/2022 Common Stock 50,000 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Russell Lewell
200 HARVARD MILL SQUARE SUITE 320
WAKEFILED, MA01880
President, Fullscope
Signatures
/s/ Paul McNeice, Attorney-In-Fact 11/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 1, 2018, Edgewater Technology, Inc. (the "Company"), Alithya Group inc. ("New Alithya") and 9374-8572 Delaware Inc., a newly-formed wholly-owned Delaware subsidiary of New Alithya ("U.S. Merger Sub") consummated a transaction under an arrangement agreement (the "Arrangement Agreement") pursuant to which the Company was acquired by New Alithya. Under the terms of the Arrangement Agreement, U.S. Merger Submerged with and into the Company, with the Company as the surviving corporation in the merger (the "Merger") and an wholly owned subsidiary of New Alithya. At the effective time of the Merger, each share of the Company's Common Stock was cancelled and converted into the right to receive 1.1918 common shares in the share capital of New Alithya (rounded up to the nearest whole share).
( 2 )These stock options were assumed by New Alithya in the Merger and each share of Common Stock of the Company subject to the option was converted into the option to purchase 1.1918 common shares in the capital of New Alithya for an exercise price equal to the listed exercise price per share, divided by 1.1918, with the same terms and conditions as the original Company stock options.

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