Sec Form 4 Filing - Legion Partners Asset Management, LLC @ CIBER INC - 2017-05-24

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
Legion Partners Asset Management, LLC
2. Issuer Name and Ticker or Trading Symbol
CIBER INC [ CBRIQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9401 WILSHIRE BLVD., SUITE 705,
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2017
(Street)
BEVERLY HILLS, CA90212
4. If Amendment, Date Original Filed (MM/DD/YY)
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 ( 1 ) 05/24/2017 S 313,735 D $ 0.12 8,644,226 I Legion Partners, L.P. I ( 2 )
Common Stock ( 1 ) 05/25/2017 S 128,130 D $ 0.11 8,516,096 I Legion Partners, L.P. I ( 2 )
Common Stock ( 1 ) 05/26/2017 S 143,871 D $ 0.09 8,372,225 I Legion Partners, L.P. I ( 2 )
Common Stock ( 1 ) 05/24/2017 S 25,975 D $ 0.12 715,681 I Legion Partners, L.P. II ( 3 )
Common Stock ( 1 ) 05/25/2017 S 10,608 D $ 0.11 705,073 I Legion Partners, L.P. II ( 3 )
Common Stock ( 1 ) 05/26/2017 S 11,912 D $ 0.09 693,161 I Legion Partners, L.P. II ( 3 )
Common Stock ( 1 ) 05/24/2017 S 88,790 D $ 0.12 2,446,405 I Legion Partners Special Opportunities, L.P. III ( 4 )
Common Stock ( 1 ) 05/25/2017 S 36,262 D $ 0.11 2,410,143 I Legion Partners Special Opportunities, L.P. III ( 4 )
Common Stock ( 1 ) 05/26/2017 S 40,717 D $ 0.09 2,369,426 I Legion Partners Special Opportunities, L.P. III ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Legion Partners Asset Management, LLC
9401 WILSHIRE BLVD., SUITE 705
BEVERLY HILLS, CA90212
X
Legion Partners, L.P. I
9401 WILSHIRE BLVD.
SUITE 705
BEVERLY HILLS, CA90212
X
Legion Partners, L.P. II
9401 WILSHIRE BLVD.
SUITE 705
BEVERLY HILLS, CA90212
X
Legion Partners Special Opportunities, L.P. III
9401 WILSHIRE BLVD.
SUITE 705
BEVERLY HILLS, CA90212
X
Legion Partners, LLC
9401 WILSHIRE BLVD., SUITE 705
BEVERLY HILLS, CA90212
X
Legion Partners Holdings, LLC
9401 WILSHIRE BLVD., SUITE 705
BEVERLY HILLS, CA90212
X
Vizi Bradley
9401 WILSHIRE BLVD, SUITE 705
BEVERLY HILLS, CA90212
X
Kiper Christopher S
9401 WILSHIRE BLVD, SUITE 705
BEVERLY HILLS, CA90212
X
White Raymond T.
9401 WILSHIRE BLVD.
SUITE 705
BEVERLY HILLS, CA90212
X
Signatures
Legion Partners Asset Management, LLC 05/26/2017
Signature of Reporting Person Date
Legion Partners, L.P. I 05/26/2017
Signature of Reporting Person Date
Legion Partners, L.P. II 05/26/2017
Signature of Reporting Person Date
Legion Partners Special Opportunities, L.P. III 05/26/2017
Signature of Reporting Person Date
Legion Partners, LLC 05/26/2017
Signature of Reporting Person Date
Legion Partners Holdings, LLC 05/26/2017
Signature of Reporting Person Date
/s/ Bradley Vizi 05/26/2017
Signature of Reporting Person Date
/s/ Christopher S. Kiper 05/26/2017
Signature of Reporting Person Date
/s/ Raymond T. White 05/26/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. III ("Legion Partners Special III"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Bradley S. Vizi, Christopher S. Kiper and Raymond T. White (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 2 )Legion Partners I directly owns these shares of common stock ("Common Stock") of Ciber Inc. (the "Issuer"). General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Vizi, Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Vizi, Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners I.
( 3 )Legion Partners II directly owns these shares of Common Stock. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Vizi, Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Vizi, Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners II.
( 4 )Legion Partners Special III directly owns these shares of Common Stock. General Partner is the general partner of Legion Partners Special III, Legion Partners Asset Management is the investment advisor of Legion Partners Special III, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Vizi, Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Vizi, Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Special III.

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