Sec Form 4 Filing - FERNANDEZ TED A @ HACKETT GROUP, INC. - 2021-02-19

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
FERNANDEZ TED A
2. Issuer Name and Ticker or Trading Symbol
HACKETT GROUP, INC. [ HCKT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O THE HACKETT GROUP, INC.,, 1001 BRICKELL BAY DRIVE, SUITE 3000
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2021
(Street)
MIAMI, FL33131
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 02/19/2021 A 46,731 A $ 0 ( 1 ) 3,398,336 ( 2 ) D
Common Stock 69,948 I Christina Fernandez
Common Stock 87,143 I Ted A. Fernandez, Jr
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FERNANDEZ TED A
C/O THE HACKETT GROUP, INC.,
1001 BRICKELL BAY DRIVE, SUITE 3000
MIAMI, FL33131
X Chairman and CEO
Signatures
/s/ Frank A. Zomerfeld, Attorney-in-Fact 02/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of restricted stock units (RSUs). The RSUs vest in three equal installments beginning February 19, 2022. Upon vesting of the RSUs, the reporting person receives shares of common stock on a one-for-one basis.
( 2 )Includes 87,122 unvested RSUs. Includes net shares which could be acquired upon the exercise of 1,912,500 vested performance SARs with an exercise price of $4.00. Calculated as of February 19, 2021, the amount of such net shares was 1,394,558. The SARs may be settled in cash or stock at the issuer's discretion.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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