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Gabayzadeh Shahram Shaun – ‘3’ for 2/22/14 re: Tufco Technologies Inc.

On:  Monday, 3/3/14, at 9:37pm ET   ·   For:  2/22/14   ·   As:  Director, Officer and 10% Owner   ·   Accession #:  1209191-14-16146   ·   File #:  0-21018

Previous ‘3’:  ‘3’ on 3/3/14 for 2/22/14   ·   Latest ‘3’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/03/14  Gabayzadeh Shahram Shaun          3          D,O,%Owner  1:6K   Tufco Technologies Inc.           DONNELLEY FIN… File16/FA

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Form 3 Submission -- doc3.xml/2.6                   HTML      7K 




        

This ‘3’ Document is an XML Data File that may be rendered in various formats:

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 3 Submission
 
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Gabayzadeh Shahram Shaun

(Last)(First)(Middle)
2121 AVENUE OF THE STARS, SUITE 2575

(Street)
LOS ANGELESCA90067

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
2/22/14
3. Issuer Name and Ticker or Trading Symbol
TUFCO TECHNOLOGIES INC [ TFCO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below) Other (specify below)
Chairman
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock4,308,947 (1) (2) (3) (4)IOwnership of Griffin Holdings, LLC, which owns Tufco Holdings, LLC, which owns the Securities.
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1)  In accordance with the Agreement and Plan of Merger, dated December 20, 2013, by and among Tufco Holdings, LLC, a Delaware limited liability company ("Parent"), Packers Acquisition Sub, Inc., a Delaware corporation ("Purchaser") and wholly-owned subsidiary of Parent, and Tufco Technologies, Inc., a Delaware corporation ("Tufco"), Purchaser commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Tufco at a purchase price of $6.07 per Share in cash, without interest, less any applicable withholding taxes (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 9, 2014, and the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO-T filed with the Securities and Exchange Commission on January 9, 2014 by Purchaser, Parent, Griffin Holdings, LLC, (continued in Footnote 2)
(2)  a New York limited liability company ("Griffin") and the sole member of Parent, and Shahram Shaun Gabayzadeh, the sole member of Griffin.
(3)  The Offer expired at 12:00 midnight, New York City time, at the end of Friday, January 21, 2014 (the "Expiration Date"). Based on the information provided to Purchaser and Parent by the depositary of the Offer, as of the Expiration Date, a total of approximately 3,637,342 Shares were validly tendered and not validly withdrawn, representing approximately 84.41% of the Shares then outstanding. On February 22, 2014, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn.
(4)  On February 24, 2014, Purchaser merged with and into Tufco (the "Merger") under Section 251(h) of the General Corporation Law of the State of Delaware, with Tufco continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time ceased to be issued and outstanding and (other than Shares then owned by Parent, Purchaser or any of their wholly-owned subsidiaries and Shares held by any stockholders who properly demanded appraisal in connection with the Merger) was converted into the right to receive the Offer Price. At the effective time of the Merger, all outstanding Shares were cancelled and retired and ceased to exist.
Remarks:
/s/ Shahram Shaun Gabayzadeh 3/3/14
** 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 5 (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 Number.

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