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WIDEPOINT CORP — Director's Dealing 2009
Apr 2, 2009
34608_dirs_2009-04-02_aa2aab30-8122-41af-8434-508d65d66cc9.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: WIDEPOINT CORP (WYY)
CIK: 0001034760
Period of Report: 2009-03-31
Reporting Person: Kang Jin (President - iSYS, LLC)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2009-03-31 | Common Stock | J | 184817 | $1 | Acquired | 1604817 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Option to Buy | $.85 | 2013-01-04 | Common Stock (315000) | 315000 | Direct |
Footnotes
F1: On March 31, 2009, the reporting person became entitled to receive 184,817 shares of the common stock of WidePoint
Corporation ("WidePoint") pursuant to a four-year "earnout" provision in that certain Membership Interest Purchase
Agreement, dated January 2, 2008, pursuant to which WidePoint acquired all of the outstanding membership interests of iSYS,
LLC ("iSYS")(the "Purchase Agreement"). The Purchase Agreement provided that the sole member of iSYS would receive
additional shares of WidePoint common stock, for no additional consideration, if iSYS's earnings before interest, taxes,
depreciation and amortization ("EBITDA") in respect of an applicable Earnout Year exceeded $1.4 Million. ISYS's EBITDA in
respect of the Earnout Year ending December 31, 2008 exceeded $1.4 Million, and as a result, the reporting person acquired
184,817 shares of the common stock of WidePoint.
F2: The number of shares issuable pursuant to the earnout right was determined on March 31, 2009 pursuant to a formula set forth
in the Purchase Agreement, which formula provided that, for the purpose of determining the number of shares issuable,
WidePoint's common stock would be valued at $1 per share. The reporting person's right to receive additional shares became
fixed and irrevocable on January 4, 2008.
F3: These shares do not include 2,815,183 shares held in escrow, which the reporting person may be entitled to receive in the
future in connection with the earnout discussed in Note 1 above and over which reporting person has no voting or dispositive
control.