Sandip Mukerjee - 17 Jul 2023 Form 4 Insider Report for TESSCO TECHNOLOGIES INC (TESS)

Role
PRESIDENT AND CEO, Director
Signature
Sandip Mukerjee by Aric Spitulnik by Power of Attorney
Issuer symbol
TESS
Transactions as of
17 Jul 2023
Net transactions value
-$433,100
Form type
4
Filing time
19 Jul 2023, 18:00:05 UTC
Previous filing
04 Apr 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TESS Common Stock Disposed to Issuer -25,029 -100% 0 17 Jul 2023 Direct F1
transaction TESS Common Stock Disposed to Issuer -2,494 -100% 0 17 Jul 2023 Direct F1, F2
transaction TESS Common Stock Disposed to Issuer -3,750 -100% 0 17 Jul 2023 Direct F1, F2
transaction TESS Common Stock Disposed to Issuer -7,500 -100% 0 17 Jul 2023 Direct F1, F2
transaction TESS Common Stock Disposed to Issuer -7,500 -100% 0 17 Jul 2023 Direct F3
transaction TESS Common Stock Disposed to Issuer -16,506 -100% 0 17 Jul 2023 Direct F3
transaction TESS Common Stock Disposed to Issuer -22,500 -100% 0 17 Jul 2023 Direct F3

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TESS Employee Stock Option (right to buy) Disposed to Issuer $92,800 -20,000 -100% $4.64 0 17 Jul 2023 Common Stock 20,000 $4.36 Direct F4
transaction TESS Employee Stock Option (right to buy) Disposed to Issuer $36,400 -10,000 -100% $3.64 0 17 Jul 2023 Common Stock 10,000 $5.36 Direct F4
transaction TESS Employee Stock Option (right to buy) Disposed to Issuer $31,600 -10,000 -100% $3.16 0 17 Jul 2023 Common Stock 1,000 $5.84 Direct F4
transaction TESS Employee Stock Option (right to buy) Disposed to Issuer $20,900 -10,000 -100% $2.09* 0 17 Jul 2023 Common Stock 10,000 $6.91 Direct F4
transaction TESS Employee Stock Option (right to buy) Disposed to Issuer $48,900 -30,000 -100% $1.63* 0 17 Jul 2023 Common Stock 30,000 $7.37 Direct F4
transaction TESS Employee Stock Option (right to buy) Disposed to Issuer $0 -250,000 -100% $0.000000* 0 17 Jul 2023 Common Stock 250,000 $11.52 Direct F4
transaction TESS Performance Share Unit Disposed to Issuer $0 -7,500 -100% $0.000000* 0 17 Jul 2023 Common Stock 7,500 $9.00 Direct F5
transaction TESS Performance Share Unit Disposed to Issuer $202,500 -22,500 -100% $9.00 0 17 Jul 2023 Common Stock 22,500 $0.000000 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Disposed of pursuant to merger agreement between issuer and Alliance USAcqCo 2, Inc. dated April 11, 2023, in exchange for the right to receive $9.00 in cash, without interest.
F2 Reflects Common Stock covered by Restricted Stock Units, sometimes referred to as RSUs, representing the conditional right to receive one share of Common Stock. Reporting Person previously elected to report the shares of Common Stock as an award in Table I instead of reporting the award of the RSUs in Table II.
F3 Reflects Common Stock covered by Restricted Stock Units, sometimes referred to as RSUs, representing the conditional right to receive one share of Common Stock. The "amount" reflects number of shares covered by RSUs which were forfeited ($0) on the effective date of the merger.
F4 This option was canceled pursuant to the merger agreement between the Issuer and Alliance USAcqCo 2, Inc. dated April 11, 2023, in exchange for a cash payment representing the difference between the exercise price of the option (Column 2) and the market value of the underlying TESS common stock on the effective date of the merger ($9 per share). If Column 2 equals or exceeds $9 per share, the option was canceled for no consideration.
F5 Reflects applicable portion of Performance Share Unit (PSU) award for 30,000 shares in the aggregate, of which 7,500 PSUs vested and were paid ($9 per share) and 22,500 PSUs were forfeited ($0 per share) on the effective date of the merger.