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TSS, Inc. — Director's Dealing 2014
Jan 14, 2014
33106_dirs_2014-01-14_cfb33d44-1c9d-4acd-b24d-d336775312ee.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: TSS, Inc. (TSSI)
CIK: 0001320760
Period of Report: 2014-01-14
Reporting Person: Olsen Martin T. (Exec. VP, Sales & Marketing)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2014-01-14 | Common Stock, par value $0.0001 per share | A | 250000 | — | Acquired | 250000 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2014-01-14 | Employee Stock Option | $ | A | 200000 | Acquired | 2024-01-14 | Common Stock (200000) | Direct |
Footnotes
F1: These shares of common stock represent restricted stock granted pursuant to an award agreement between Mr. Olsen and the Issuer and are subject to forfeiture. The restricted stock awarded will vest in installments as follows: (1) 25,000 shares become exercisable on February 14, 2014, (2) 125,000 shares will vest on the first anniversary of the grant date, and (3) 100,000 shares will vest on the second anniversary of the grant date. All unvested shares of restricted stock will vest upon a change in control of the Issuer and 150,000 shares of restricted stock will vest in certain instances upon the termination of Mr. Olsen's employment.
F2: These shares of restricted stock were granted to Mr. Olsen for his services as the Executive Vice President, Sales and Marketing of the Issuer.
F3: The exercise price is equal to the average of the high and low bid prices for the Issuer's common stock reported daily on the OTCQB marketplace during the 20 trading days following January 14, 2014.
F4: The option will become exercisable in installments as follows: 100,000 shares will vest when the fair market value of the Issuer's common stock is at least $2.00 for 20 consecutive business days, and 100,000 shares will vest when the fair market value of the Issuer's common stock is at least $3.00 for 20 consecutive business days. The option will become immediately exercisable upon the occurrence of a change in control of the Issuer.