Sec Form 4 Filing - Hannon Terry @ ADEPT TECHNOLOGY INC - 2015-10-23

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
Hannon Terry
2. Issuer Name and Ticker or Trading Symbol
ADEPT TECHNOLOGY INC [ ADEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Bus Dev/Strategy Officer
(Last) (First) (Middle)
5960 INGLEWOOD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2015
(Street)
PLEASANTON, CA94558
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 10/23/2015 D 3,091 D $ 13 ( 1 ) 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
1 Non-Qualified Stock Option (right to buy) $ 3.27 10/23/2015 D 28,964 ( 2 ) 08/27/2023 Common Stock 28,964 $ 13 ( 1 ) 0 D
1 Non-Qualified Stock Option (right to buy) $ 4.6 10/23/2015 D 28,964 ( 2 ) 08/27/2023 Common Stock 28,964 $ 13 ( 1 ) 0 D
1 Non-Qualified Stock Option (right to buy) $ 6.9 10/23/2015 D 28,963 ( 2 ) 08/27/2023 Common Stock 28,963 $ 13 ( 1 ) 0 D
4-Incentive Stock Option (right to buy) $ 10.43 10/23/2015 D 4,500 ( 3 ) 07/01/2024 Common Stock 4,500 $ 13 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hannon Terry
5960 INGLEWOOD DRIVE
PLEASANTON, CA94558
Chief Bus Dev/Strategy Officer
Signatures
Terry P. Hannon 10/27/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 16, 2015, the Issuer entered into an Agreement and Plan of Merger (the ?Merger Agreement?) with OMRON Corporation, a Japanese corporation (?Omron?), Omron Management Center of America, a Delaware corporation (?Parent?) and Hoffman Acquisition Corp. (?Merger Sub?), pursuant to which Merger Sub commenced a tender offer to acquire all shares of the Issuer?s common stock at a price per share of $13.00. On October 23, 2015, Merger Sub accepted all shares of Issuer?s common stock that were tendered and Merger Sub subsequently made a cash payment at a price of $13.00 per share in respect of all of the outstanding shares of the Issuer?s common stock that were tendered, as well as a cash payment in respect of all of the outstanding derivative securities that were cancelled and exchanged in connection with consummation of the merger at a price per share of $13.00 (less any exercise price, if applicable). The reporting person reports disposition of both shares of common stock and der
( 2 )On August 27, 2013, the reporting person was granted performance stock options to purchase an aggregate of 91,463 shares of Adept Technology, Inc.'s common stock, with 1/3 of such options having an exercise price equal to the grant date stock price of $3.27, 1/3 having an exercise price of $4.60 and 1/3 having an exercise price of $6.90. In connection with the Merger Agreement, whether vested or unvested, 86,891 were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares. Originally, the options were to vest subject to satisfaction of certain performance criteria, and 4,572 of such options had been cancelled prior to the Merger Agreement.
( 3 )On July 1, 2014, the reporting person was granted employee stock options to purchase 4,500 shares of the Issuer?s common stock at an exercise price of $10.43 per share. In connection with the Merger Agreement, the options, whether vested or unvested were cancelled and exchanged at a price per share equal to $13.00 minus the exercise price of such shares.

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