Statement of Changes in Beneficial Ownership (4)
02 Juni 2016 - 9:39PM
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).
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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
*
Northern Right Capital Management, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Fuel Systems Solutions, Inc.
[
FSYS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Member of 13D 10% Group
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(Last)
(First)
(Middle)
500 CRESCENT COURT, SUITE 230,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2016
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(Street)
DALLAS, TX 75201
(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)
___ Form filed by One Reporting Person
_
X
_ 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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6/1/2016
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D
(1)
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639167
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D
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(2)
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0
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I
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See footnotes
(3)
(4)
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Common Stock
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6/1/2016
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D
(1)
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886752
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D
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(2)
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0
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I
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See footnotes
(4)
(5)
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Common Stock
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6/1/2016
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D
(1)
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368646
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D
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(2)
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0
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I
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See footnotes
(4)
(6)
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Common Stock
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6/1/2016
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D
(1)
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6054
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D
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(2)
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0
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D
(7)
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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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Explanation of Responses:
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(
1)
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On June 1, 2016, Westport Innovations Inc. ("Westport") acquired Fuel Systems Solutions, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Westport, Whitehorse Merger Sub Inc. ("Merger Sub") and the Company, dated as of September 1, 2015, as amended by Amendment No. 1 thereto, dated as of March 6, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Westport.
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(
2)
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At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive 2.4755 common shares of Westport based on the exchange ratio provided for in the Merger Agreement.
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(
3)
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Represented Common Stock of the Company directly held by Northern Right Capital (QP), L.P. ("Northern Right Capital QP").
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(
4)
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Mr. Becker and Mr. Drapkin may have been deemed to beneficially own such Common Stock as each is a member of BC Advisors, LLC, which is the general partner of Northern Right Capital Management, L.P. ("Northern Right Capital Management") (of which each of Mr. Becker and Mr. Drapkin is a limited partner), and Northern Right Capital Management is the general partner of, and investment manager for, Northern Right Capital QP, and the investment manager of each of Becker Drapkin Partners SLV, Ltd. ("BD SLV") and a managed account on behalf of an investment advisory client of Northern Right Capital Management (the "Managed Account"). Mr. Becker disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.
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(
5)
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Represented Common Stock of the Company directly held by BD SLV.
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(
6)
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Represented Common Stock of the Company directly held by the Managed Account.
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(
7)
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Represented Common Stock of the Company directly held by Steven Becker.
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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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Northern Right Capital Management, L.P.
500 CRESCENT COURT, SUITE 230
DALLAS, TX 75201
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Member of 13D 10% Group
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Becker Steven R
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 500 CRESCENT COURT, SUITE 230
DALLAS, TX 75201
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X
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Member of 13D 10% Group
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Drapkin Matthew A
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 500 CRESCENT COURT, SUITE 230
DALLAS, TX 75201
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Member of 13D 10% Group
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Northern Right Capital (QP), L.P.
500 CRESCENT COURT, SUITE 230
DALLAS, TX 75201
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Member of 13D 10% Group
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Becker Drapkin Partners SLV, Ltd.
500 CRESCENT COURT, SUITE 230
DALLAS, TX 75201
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Member of 13D 10% Group
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BC Advisors LLC
500 CRESCENT COURT, SUITE 230
DALLAS, TX 75201
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Member of 13D 10% Group
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Signatures
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NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory
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6/2/2016
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**
Signature of Reporting Person
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Date
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NORTHERN RIGHT CAPITAL (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory
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6/2/2016
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**
Signature of Reporting Person
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Date
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BECKER DRAPKIN PARTNERS SLV, LTD., By: BC Advisors, LLC, its investment manager, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Title: Authorized Signatory
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6/2/2016
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Signature of Reporting Person
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Date
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BC ADVISORS, LLC, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory
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6/2/2016
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**
Signature of Reporting Person
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Date
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MATTHEW A. DRAPKIN, /s/ Matthew A. Drapkin
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6/2/2016
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**
Signature of Reporting Person
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Date
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STEVEN R. BECKER, /s/ Steven R. Becker
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6/2/2016
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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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