Sec Form 4/A Filing - MARTIN WILLIAM C @ IMMERSION CORP - 2021-05-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
MARTIN WILLIAM C
2. Issuer Name and Ticker or Trading Symbol
IMMERSION CORP [ IMMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RAGING CAPITAL MANAGEMENT, LLC, TEN PRINCETON AVENUE, P.O. BOX 228
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2021
(Street)
ROCKY HILL, NJ08553-0228
4. If Amendment, Date Original Filed (MM/DD/YY)
05/17/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, $0.001 par value ( 1 ) 05/13/2021 J( 2 )( 3 ) 0 ( 2 ) ( 3 ) A $ 0 ( 2 ) ( 3 ) 32,030 ( 2 ) ( 3 ) D
Common Stock, $0.001 par value ( 1 ) 2,222,089 I ( 4 ) ( 5 ) By Raging Capital Master Fund, Ltd.
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 Expirati on Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTIN WILLIAM C
C/O RAGING CAPITAL MANAGEMENT, LLC
TEN PRINCETON AVENUE, P.O. BOX 228
ROCKY HILL, NJ08553-0228
X
Raging Capital Management, LLC
TEN PRINCETON AVENUE
PO BOX 228
ROCKY HILL, NJ08553-0228
X
Signatures
By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin 05/28/2021
Signature of Reporting Person Date
By: Raging Capital Management, LLC, By: /s/ Frederick C. Wasch, Chief Financial Officer 05/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). William C. Martin, the Chairman, Chief Investment Officer and Managing Member of Raging Capital, is a director of the Issuer. Accordingly, Raging Capital may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )This amendment is being filed solely to reverse the previously reported grant of restricted stock to Mr. Martin on the original form 4 filed on May 17, 2021, as amended on May 19, 2021 (the "Original Form 4"). The Original Form 4 reported the grant of 17,313 restricted shares, which grant was approved by the Immersion Board of Directors on May 13, 2021. Such grant was intended to be made under the Issuer's 2011 Equity Incentive Plan (the "Plan"). However, the Plan had expired at the time such grant was approved; and therefore, such grant could not be made. On May 19, 2021, following the filing of the Original Form 4 but before any restricted shares purportedly granted actually were issued to Mr. Martin, the Issuer identified the termination of the Plan and therefore did not issue the restricted shares to Mr. Martin. As a result, the grant was not effective under the Issuer's grant procedures.
( 3 )Continued from footnote 2: The Immersion Board of Directors has rescinded the prior approval of such grant and has confirmed that Mr. Martin had no right to the restricted shares previously reported on the Original Form 4.
( 4 )Represents securities held directly by Raging Capital Master Fund, Ltd. ("Raging Master"). Raging Capital is the Investment Manager of Raging Master. William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. Raging Master has delegated to Raging Capital the sole authority to vote and dispose of the securities held by Raging Master pursuant to an Investment Management Agreement, dated November 9, 2012, as amended and restated on December 21, 2016 (the "IMA").
( 5 )The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days' written notice. As a result, each of Raging Capital and William C. Martin may be deemed to beneficially own the securities held by Raging Master. Raging Master specifically disclaims beneficial ownership of the securities held by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.

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