WIDEPOINT CORP — Director's Dealing 2012

Jun 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WIDEPOINT CORP (WYY)
CIK: 0001034760
Period of Report: 2012-04-16

Reporting Person: Kang Jin (President - iSYS, LLC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-16	Common Stock	J	295984	$1.00	Acquired	2904944	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 16, 2012, it was determined that the reporting person became entitled to receive 295,984 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, 2011 exceeded $1.4 Million, and as a result, the reporting person acquired 295,984 shares of the common stock of WidePoint.

F2: The number of shares issuable pursuant to the earnout right was determined on April 16, 2012 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.