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WIDEPOINT CORP — Director's Dealing 2011
Jul 15, 2011
34608_dirs_2011-07-15_4d3dcadb-3769-4c75-9d1a-ef86884652b6.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: 2011-04-18
Reporting Person: Kang Jin (President - iSYS, LLC)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2011-04-18 | Common Stock | J | 445740 | $1 | Acquired | 2653534 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Option to Buy | $0.54 | 2013-01-04 | Common Stock (315000) | 315000 | Direct |
Footnotes
F1: On April 18, 2011, it was determined that the reporting person became entitled to receive 445,740 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, 2010 exceeded $1.4 Million, and as a result, the reporting person acquired
445,740 shares of the common stock of WidePoint.
F2: The number of shares issuable pursuant to the earnout right was determined on April 18, 2011 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 1,678,933 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.