Statement of Changes in Beneficial Ownership (4)
18 Juni 2019 - 10:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tomkins Paul
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2. Issuer Name
and
Ticker or Trading Symbol
VOLT INFORMATION SCIENCES, INC.
[
VISI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP & Chief Financial Officer
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(Last)
(First)
(Middle)
C/O VOLT INFORMATION SCIENCES, INC., 2401 N. GLASSELL ST.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/14/2019
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(Street)
ORANGE, CA 92865
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/14/2019
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M
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6830
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A
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(1)
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47526
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D
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Common Stock
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6/14/2019
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F
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2412
(2)
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D
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$4.32
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45114
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D
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Common Stock
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6/14/2019
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M
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19531
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A
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(1)
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64645
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D
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Common Stock
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6/14/2019
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F
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6896
(3)
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D
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$4.32
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57749
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D
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Common Stock
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6/14/2019
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M
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18685
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A
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(4)
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76434
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D
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Common Stock
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6/14/2019
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A
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12120
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A
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$4.32
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88554
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D
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Common Stock
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6/14/2019
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F
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10877
(5)
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D
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$4.32
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77677
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(1)
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6/14/2019
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M
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6830
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(6)
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(6)
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Common Stock
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6830.0
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$0
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6831
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D
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Restricted Stock Unit
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(1)
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6/14/2019
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M
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19531
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(7)
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(7)
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Common Stock
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19531.0
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$0
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39063
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D
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Performance Unit
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(4)
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6/14/2019
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M
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18685
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(8)
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(8)
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Common Stock
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18685.0
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$0
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37371
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D
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Restricted Stock Unit
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(1)
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6/14/2019
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A
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43203
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(9)
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(9)
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Common Stock
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43203.0
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$0
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43203
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D
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Explanation of Responses:
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(1)
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Restricted stock units convert into common stock on a one-for-one basis.
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(2)
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Represents the number of shares of common stock withheld by the issuer to satisfy the tax withholding obligations of the reporting person in connection with the vesting of 6,830 restricted stock units reported in Table II below.
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(3)
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Represents the number of shares of common stock withheld by the issuer to satisfy the tax withholding obligations of the reporting person in connection with the vesting of 19,531 restricted stock units reported in Table II below.
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(4)
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Performance units convert into common stock on a one-for-one basis.
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(5)
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Represents the number of shares of common stock withheld by the issuer to satisfy the tax withholding obligations of the reporting person in connection with the vesting of 18,685 restricted stock units reported in Table II below and award of 12,120 shares of common stock reported in Table I.
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(6)
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On June 14, 2017, the reporting person was granted 20,492 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock. The restricted stock units vest ratably on each of the first three anniversaries of the grant date.
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(7)
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On June 14, 2018, the reporting person was granted 58,594 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock or the cash value thereof, subject to a cap on the value received. The restricted stock units vest ratably on each of the first three anniversaries of the grant date.
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(8)
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On June 14, 2018, the reporting person was granted 56,056 performance units. The performance units are eligible to vest and be settled 1/3 each year following the grant date based on certain stock price performance goals measured over the applicable performance period. At maximum level of achievement of the applicable stock price performance goal, up to 200% of the units granted are eligible to vest. Each performance unit represents a contingent right to receive one share of the registrant's common stock or the cash value thereof, subject to a cap on the cash value received.
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(9)
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On June 14, 2019, the reporting person was granted 43,203 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock. The restricted stock units will vest ratably on each of the first three anniversaries of the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Tomkins Paul
C/O VOLT INFORMATION SCIENCES, INC.
2401 N. GLASSELL ST.
ORANGE, CA 92865
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SVP & Chief Financial Officer
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Signatures
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/s/ Nancy T. Avedissian, Attorney-in-Fact
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6/18/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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