Sec Form 4 Filing - O REAGAN JAMES R @ SPAN AMERICA MEDICAL SYSTEMS INC - 2017-06-15

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
O REAGAN JAMES R
2. Issuer Name and Ticker or Trading Symbol
SPAN AMERICA MEDICAL SYSTEMS INC [ SPAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP - R&D and Engineering
(Last) (First) (Middle)
70 COMMERCE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2017
(Street)
GREENVILLE, SC29615
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 06/15/2017 U 20,641 ( 1 ) D $ 29 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 $ 9.34 06/16/2017 D( 2 ) 2,000 07/01/2009( 3 ) 02/11/2019 Common stock 2,000 $ 0 0 D
Stock option $ 14.9 06/16/2017 D( 2 ) 4,000 07/01/2011( 3 ) 11/09/2020 Common stock 4,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O REAGAN JAMES R
70 COMMERCE CENTER
GREENVILLE, SC29615
VP - R&D and Engineering
Signatures
/s/ Richard C. Coggins, POA 06/20/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of in a tender offer by Savaria Corporation, an Alberta Corporation ("Savaria"), and Savaria (SC) Inc. ("Purchaser"), a South Carolina corporation and wholly-owned indirect subsidiary of Savaria, to acquire all of the outstanding shares of common stock of Span-America Medical Systems, Inc., a South Carolina corporation ("Span-America"), for $29.00 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 1, 2017, by and among Savaria, Purchaser, and Span-America (the "Merger Agreement"). All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
( 2 )Pursuant to a Stock Option Cancellation Agreement dated May 1, 2017 by and between Span-America and the Reporting Person, the stock option was cancelled as of the Effective Date of the Merger contemplated in the Merger Agreement, and the Reporting Person received a lump sum cash payment from Span-America in an amount equal to the number of shares subject to that stock option multiplied by an amount equal to $29.00 minus the exercise price of that stock option.
( 3 )Exercisable at the rate of 1,000 shares on noted date and an additional 1,000 shares on each anniversary of noted date.

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