SEC Info - Rolls John A - ‘4’ for 5/7/13 re: Edac Technologies Corp.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROLLS JOHN A

(Last)

(First)

(Middle)

5 MCKEE PLACE

(Street)

CHESHIRE

06410

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EDAC TECHNOLOGIES CORP [ EDAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
5/7/13

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/7/13		D		3,333 ⁽¹⁾ ⁽²⁾	D	$17.75	0	D
Common Stock	5/7/13		U		60,022 ⁽¹⁾	D	$17.75	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option	$12.34	5/7/13		D			2,685	12/31/12	12/30/17	Common Stock	2,685	$5.41 ⁽⁴⁾	0	D
Stock option	$12.21	5/7/13		D			5,000	⁽³⁾	12/16/17	Common Stock	5,000	$5.54	0	D
Stock option	$13.91	5/7/13		D			710	10/1/13	9/30/17	Common Stock	710	$3.84 ⁽⁴⁾	0	D
Stock option	$11.44	5/7/13		D			1,666	7/2/13	7/1/17	Common Stock	1,666	$6.31 ⁽⁴⁾	0	D
Stock option	$13.09	5/7/13		D			1,573	4/2/12	4/1/17	Common Stock	1,573	$4.66 ⁽⁴⁾	0	D
Stock option	$11.07	5/7/13		D			2,042	1/3/12	1/2/17	Common Stock	2,042	$6.68 ⁽⁴⁾	0	D
Stock option	$6.67	5/7/13		D			2,884	10/3/11	10/2/16	Common Stock	2,884	$11.08 ⁽⁴⁾	0	D
Stock option	$5.26	5/7/13		D			2,500	⁽³⁾	8/8/16	Common Stock	2,500	$12.49 ⁽⁴⁾	0	D
Stock option	$4.89	5/7/13		D			4,147	7/5/11	7/4/16	Common Stock	4,147	$12.86 ⁽⁴⁾	0	D
Stock option	$3.37	5/7/13		D			6,535	4/4/11	4/3/16	Common Stock	6,535	$14.38 ⁽⁴⁾	0	D

Explanation of Responses:

(1) These shares were tendered to GB Aero Engine Merger Sub Inc. (the "Purchaser"), a wholly-owned subsidiary of GB Aero Engine LLC ("Parent"), pursuant to Purchaser's offer to purchase all of the outstanding shares of the Issuer at a price of $17.75 per share (the "Per Share Merger Consideration"), without interest, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on March 26, 2013 and in the related Letter of Transmittal, together with any amendments or supplements thereto, and the Agreement and Plan of Merger, dated as of March 17, 2013 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on May 7, 2013, the Issuer completed its merger (the "Merger") with Purchaser, whereby the Issuer became a wholly owned subsidiary of Parent.

(2) Represents shares of shares of restricted stock granted pursuant to the Issuer's 2011 Equity Incentive Plan, which cumulatively vests 33 1/3% of the shares ratably over 3 years beginning one year from the grant date. In accordance with the terms of the Merger Agreement, each share of restricted stock that was issued and outstanding immediately prior to the effective time of the Merger, whether or not then vested (except for vested shares of restricted stock that were tendered to Purchaser), was canceled in exchange for the right to receive the Per Share Merger Consideration.

(3) Cumulatively vests 33 1/3% of the shares ratably over 3 years beginning one year from the grant date.

(4) In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes.

	Glenn L. Purple,attorney-in-fact	5/9/13
	** Signature of Reporting Person	Date
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.
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____________ Transaction Codes:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
U	Disposition pursuant to a tender of shares in a change-of-control transaction.

Rolls John A – ‘4’ for 5/7/13 re: Edac Technologies Corp.

On: Thursday, 5/9/13, at 9:56pm ET · For: 5/7/13 · As: Director · Accession #: 1247158-13-5 · File #: 1-33507

Previous ‘4’: ‘4’ on 4/19/13 for 4/18/13 · Next: ‘4’ on 3/31/14 for 3/27/14 · Latest: ‘4’ on 11/21/18 for 11/20/18

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Rolls John A – ‘4’ for 5/7/13 re: Edac Technologies Corp.

On: Thursday, 5/9/13, at 9:56pm ET · For: 5/7/13 · As: Director · Accession #: 1247158-13-5 · File #: 1-33507

Previous ‘4’: ‘4’ on 4/19/13 for 4/18/13 · Next: ‘4’ on 3/31/14 for 3/27/14 · Latest: ‘4’ on 11/21/18 for 11/20/18

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents