William Cooke - 05 Jul 2024 Form 4 Insider Report for DecisionPoint Systems, Inc. (DPSI)

Role: Former Director
Signature: /s/ Melinda Wohl by Power of Attorney
Issuer symbol: DPSI
Transactions as of: 05 Jul 2024
Transactions value $: -$426,267
Form type: 4
Filing time: 09 Jul 2024, 20:02:49 UTC
Previous filing: 25 Jan 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DPSI	Common Stock	Disposed to Issuer	-$371,047	-36,306	-100%	$10.22	0	05 Jul 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DPSI	Stock Option (Right to Buy)	Disposed to Issuer	-$12,320	-2,000	-100%	$6.16	05 Jul 2024	Common Stock	2,000	$4.06	Direct	F2
transaction	DPSI	Stock Option (Right to Buy)	Disposed to Issuer	-$5,640	-6,000	-100%	$0.94^*	05 Jul 2024	Common Stock	6,000	$9.28	Direct	F2
transaction	DPSI	Stock Option (Right to Buy)	Disposed to Issuer	-$14,760	-6,000	-100%	$2.46^*	05 Jul 2024	Common Stock	6,000	$7.76	Direct	F2
transaction	DPSI	Stock Option (Right to Buy)	Disposed to Issuer	-$22,500	-6,000	-100%	$3.75	05 Jul 2024	Common Stock	6,000	$6.47	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William Cooke is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Agreement and Plan of Merger, dated as of April 30, 2024, by and among DecisionPoint Systems, Inc. (the "Company"), Barcoding Derby Buyer, Inc. ("Parent"), and Derby Merger Sub, Inc. ("MergerCo"), MergerCo merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $10.22 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholdings.
F2	Pursuant to the Merger Agreement, at the Effective Time, all outstanding stock options held by the reporting person were cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of the Company's common stock subject to the options, multiplied by (b) the excess, if any, of the Merger Consideration over such option's applicable per share exercise price, subject to any required tax withholdings.

Content

Pursuant to that certain Agreement and Plan of Merger, dated as of April 30, 2024, by and among DecisionPoint Systems, Inc. (the "Company"), Barcoding Derby Buyer, Inc. ("Parent"), and Derby Merger Sub, Inc. ("MergerCo"), MergerCo merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $10.22 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholdings.

Pursuant to the Merger Agreement, at the Effective Time, all outstanding stock options held by the reporting person were cancelled and automatically converted into the right to receive the product of (a) the aggregate number of shares of the Company's common stock subject to the options, multiplied by (b) the excess, if any, of the Merger Consideration over such option's applicable per share exercise price, subject to any required tax withholdings.