Sec Form 4 Filing - Seimandi Marco @ Fuel Systems Solutions, Inc. - 2016-06-01

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
Seimandi Marco
2. Issuer Name and Ticker or Trading Symbol
Fuel Systems Solutions, Inc. [ FSYS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec Dr. of Auto Sales & Mark
(Last) (First) (Middle)
C/O FUEL SYSTEMS SOLUTIONS, INC.,, 780 THIRD AVENUE, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2016
(Street)
NEW YORK, NY10017
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 06/01/2016 D( 1 ) 1,340 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
Restricted Stock Units ( 2 ) ( 3 ) 06/01/2016 D 8,000 ( 3 ) ( 3 ) Common Stock 8,000 ( 4 ) 0 D
Phantom Stock Options ( 5 ) $ 15.97 06/01/2016 D 5,000 ( 6 ) 12/15/2021 Common Stock 5,000 ( 7 ) 0 D
Phantom Stock Options ( 5 ) $ 15.06 06/01/2016 D 3,750 ( 8 ) 05/01/2023 Common Stock 3,750 ( 7 ) 0 D
Phantom Stock Options ( 5 ) $ 10.37 06/01/2016 D 3,750 ( 9 ) 05/01/2024 Common Stock 3,750 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Seimandi Marco
C/O FUEL SYSTEMS SOLUTIONS, INC.,
780 THIRD AVENUE, 25TH FLOOR
NEW YORK, NY10017
Exec Dr. of Auto Sales & Mark
Signatures
/s/ Kevin Buckley, attorney-in-fact 06/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 1, 2016, Westport Innovations Inc. ("Westport") acquired Fuel Systems Solutions, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Westport, Whitehorse Merger Sub Inc. ("Merger Sub") and the Company, dated as of September 1, 2015, as amended by Amendment No. 1 thereto, dated as of March 6, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Westport.
( 2 )At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive 2.4755 common shares of Westport based on the exchange ratio provided for in the Merger Agreement.
( 3 )Restricted Stock Units ("RSUs") granted under the Company's 2009 Restricted Stock Plan. Each RSU represented the right to receive one share of the Company's common stock, par value $0.001 per share, or cash equal to the fair market value of a share of common stock subject to vesting conditions.
( 4 )At the effective time of the Merger, unvested RSUs were converted based on an exchange ratio provided for in the Merger Agreement of 2.4755 into an RSU with respect to Westport common shares subject to the same terms and conditions, including time-based vesting conditions, in effect immediately prior to the effective time of the Merger.
( 5 )Phantom Stock Option ("PSO") award granted under the Company's 2011 Phantom Stock Option Plan. Each PSO represented the right to receive a cash payment equal to the positive difference in value between the exercise price established on the date of the grant in U.S. dollars and the fair market value of a share of Company Common Stock on the date of exercise in U.S. dollars, converted to local currency at the conversion rate prevailing on the date of exercise.
( 6 )This PSO award provided for vesting in five equal annual installments beginning December 15, 2012.
( 7 )At the effective time of the Merger, outstanding PSOs that had an exercise price per share of Company common stock that was greater than or equal to the per share dollar value of the Merger consideration immediately prior to the effective time was automatically cancelled and forfeited for no consideration. Accordingly, these PSOs were forfeited upon the effective time of the Merger.
( 8 )This PSO award provided for vesting in five equal annual installments beginning May 1, 2014.
( 9 )This PSO award provided for vesting in five equal annual installments beginning May 1, 2015.

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