Sec Form 4 Filing - MARTIN HERB @ 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
MARTIN HERB
2. Issuer Name and Ticker or Trading Symbol
ADEPT TECHNOLOGY INC [ ADEP]
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)
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
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) $ 2.8 10/23/2015( 1 ) D 6,000 11/09/2012( 2 ) 11/09/2021 Common Stock 6,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 2.85 10/23/2015( 1 ) D 3,000 12/09/2009( 3 ) 11/06/2019 Common Stock 3,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 3.02 10/23/2015( 1 ) D 6,000 11/08/2013( 2 ) 11/09/2022 Common Stock 6,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 3.07 10/23/2015( 1 ) D 3,000 11/05/2010( 4 ) 03/05/2020 Common Stock 3,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 3.73 10/23/2015( 1 ) D 3,000 12/07/2008( 3 ) 11/07/2018 Common Stock 3,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 5.61 10/23/2015( 1 ) D 6,000 11/04/2011( 2 ) 11/05/2020 Common Stock 6,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 6.25 10/23/2015( 1 ) D 3,000 12/09/2007( 3 ) 11/09/2017 Common Stock 3,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 8.66 10/23/2015( 1 ) D 6,000 11/13/2015( 2 ) 11/13/2024 Common Stock 6,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 8.75 10/23/2015( 1 ) D 3,000 12/14/2006( 4 ) 11/14/2016 Common Stock 3,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 9.15 10/23/2015( 1 ) D 6,000 11/20/2014( 2 ) 11/20/2023 Common Stock 6,000 $ 13 0 D
1 Non-Qualified Stock Option (right to buy) $ 10.2 10/23/2015( 1 ) D 10,000 ( 5 ) 05/02/2016 Common Stock 10,000 $ 13 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTIN HERB
5960 INGLEWOOD DRIVE
PLEASANTON, CA94558
X
Signatures
Herbert J. Martin 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 te ndered, 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 )Pursuant to a March 5, 2010 adoption by the Issuer?s Board of Directors, the reporting person received an annual option grant in his capacity as director, with vesting to occur in full on the date of the annual meeting of stockholders following the meeting at which the director was elected. In connection with the transactions contemplated by the Merger Agreement, all 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.
( 3 )Pursuant to the Issuer?s 2004 Director Option Plan, the reporting person received annual grant to stock options to purchase shares at the next meeting of the Board of Directors following the Issuer?s annual meeting of stockholders. The shares vested as to 1/48 of the shares subject to the option on each monthly anniversary of the date of the grant, provided that the reporting person continued to serve as a director as of such dates. In connection with the transactions contemplated by the Merger Agreement, all 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.
( 4 )For the 2009-2010 service year only, each Eligible Director was granted a special one-time option to purchase 3,000 shares pursuant to the Amended 2004 Director Plan, which vested in full at the 2010 Annual Meeting of Stockholders. In connection with the transactions contemplated by the Merger Agreement, all 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.
( 5 )Per the 2004 Director Option Plan, the reporting person, in his capacity as a new director, received an initial grant of 10,000 options, which became exercisable as to 25% of the shares subject one year after the date of grant and as to 1/48th of the shares each month thereafter, provided that the reporting person continued to serve as a director as of such dates. In connection with the transactions contemplated by the Merger Agreement, all 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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