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VOLT Volt Information Sciences Inc

5.99
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Volt Information Sciences Inc AMEX:VOLT AMEX Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 5.99 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

26/04/2022 6:09pm

Edgar (US Regulatory)


FORM 4
[X] 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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Naujokas Leonard Frank
2. Issuer Name and Ticker or Trading Symbol

VOLT INFORMATION SCIENCES, INC. [ VOLT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Controller & CAO
(Last)          (First)          (Middle)

C/O VOLT INFORMATION SCIENCES, INC., 2401 N. GLASSELL ST.
3. Date of Earliest Transaction (MM/DD/YYYY)

4/22/2022
(Street)

ORANGE, CA 92865
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/22/2022  U  27294 D (1)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Unit $0.0 (2)4/25/2022  A   1341     (3) (3)Common Stock 1341.0 $0 0 D  
Performance Unit $0.0 (4)4/25/2022  D     1341   (4) (4)Common Stock 1341.0 $0 0 D  
Performance Unit $0.0 (2)4/25/2022  A   18795     (5) (5)Common Stock 18795.0 $0 0 D  
Performance Unit $0.0 (4)4/25/2022  D     18795   (4) (4)Common Stock 18795.0 $0 0 D  
Restricted Stock Unit $0.0 (6)4/25/2022  D     36597   (6) (6)Common Stock 36597.0 $0 0 D  

Explanation of Responses:
(1) Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 12, 2022 (the "Merger Agreement"), by and among Vega Consulting, Inc., a Delaware corporation ("Parent"), Vega MergerCo, Inc., a New York corporation and wholly owned subsidiary of Parent, and Volt Information Sciences, Inc., a New York corporation (the "Company"), in exchange for $6.00 per share upon the consummation of the transactions contemplated by the Merger Agreement (the "Merger") or in the related preceding tender offer (the "Tender Offer") at the same price. The Tender Offer expired on April 22, 2022, and the Merger closed on April 25, 2022.
(2) Performance units convert into common stock on a one-for-one basis.
(3) On June 14, 2019, the reporting person was granted 6,912 performance stock units. The performance units were eligible to vest 1/3 in each of the three years following the grant date based on the Company's achievement of certain financial performance goals measured over the applicable fiscal year performance period. At the maximum level of achievement, up to 150% of the units granted were eligible to vest.
(4) Upon consummation of the Merger, these performance units were deemed to be earned and each was cancelled in exchange for a cash payment equal to $6.00.
(5) On June 15, 2021, the reporting person was granted 16,110 performance stock units. The performance units were eligible to vest 1/3 in each of the three years following the grant date based on the Company's achievement of certain financial performance goals measured over the applicable fiscal year performance period. At the maximum level of achievement, up to 150% of the units granted were eligible to vest.
(6) Upon consummation of the Merger, each time-based restricted stock unit was cancelled in exchange for a cash payment equal to $6.00.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Naujokas Leonard Frank
C/O VOLT INFORMATION SCIENCES, INC.
2401 N. GLASSELL ST.
ORANGE, CA 92865


Controller & CAO

Signatures
/s/ Nancy T. Avedissian, Attorney-in-Fact4/26/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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