- Statement of Changes in Beneficial Ownership (4)
June 21 2012 - 6:49PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PHILLIPS STERLING E JR
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2. Issuer Name
and
Ticker or Trading Symbol
GTSI CORP
[
GTSI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO & President
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(Last)
(First)
(Middle)
C/O GTSI CORP., 2553 DULLES VIEW DRIVE, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/18/2012
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(Street)
HERNDON, VA 20171
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/18/2012
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U
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22000
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D
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$7.75
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$4.7701
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6/20/2012
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D
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100000
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(1)
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11/23/2017
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Common Stock
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100000
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$2.9799
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0
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D
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Stock Option (Right to Buy)
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$4.73
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6/20/2012
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D
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100000
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(1)
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2/22/2018
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Common Stock
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100000
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$3.02
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0
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D
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Explanation of Responses:
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(
1)
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This option vested and was cancelled at the effective time of the merger, which was June 20, 2012, in exchange for a cash payment representing the number of shares of the Company's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $7.75 pursuant to that Agreement and Plan of Merger, dated May 7, 2012, by and among the Company, UNICOM Systems, Inc., a California corporation ("UNICOM"), UNICOM SUB ONE, INC., a Delaware corporation and a wholly owned subsidiary of UNICOM.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PHILLIPS STERLING E JR
C/O GTSI CORP.
2553 DULLES VIEW DRIVE, SUITE 100
HERNDON, VA 20171
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X
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CEO & President
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Signatures
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/s/ Sterling E. Phillips, Jr.
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6/21/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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