- Statement of Changes in Beneficial Ownership (4)
May 13 2010 - 8:24PM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
YOVOVICH PAUL G
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2. Issuer Name
and
Ticker or Trading Symbol
HACKETT GROUP, INC.
[
HCKT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
676 N. MICHIGAN AVE SUITE 3900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2010
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(Street)
CHICAGO, IL 60611
(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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5/11/2010
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J
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187000
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D
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$0
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4271450
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D
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
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Common Stock
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5/11/2010
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J
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26400
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D
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$0
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532440
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I
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See Footnotes
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
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Common Stock
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5/11/2010
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J
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6600
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D
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$0
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133110
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I
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See Footnotes
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(10)
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Common Stock
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10638
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I
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See Footnotes
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(11)
(12)
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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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Explanation of Responses:
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(
1)
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This Form 4 is being filed by (i) Archstone Consulting Netherlands BV ("Archstone BV"); (ii) Archstone Consulting UK Limited ("Archstone Consulting UK"); (iii) Archstone Holdings UK Limited ("Archstone Holdings UK"), in its capacity of sole shareholder of Archstone Consulting UK; (iv) Archstone Consulting International Holdings Cooperatief U.A. ("Cooperatief"), in its capacity of sole member of Archstone Holdings UK and Archstone BV; (v) Archstone International Holdings LLC ("International Holdings"), in its capacity of sole member of Cooperatief; (vi) Archstone Consulting LLC ("Archstone Consulting"), as a direct beneficial owner and in its capacity as sole member of International Holdings; (Continue in footnote 2)
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(
2)
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(vii) Archstone Intermediate Holdings LLC ("Intermediate Holdings"), in its capacity as a holder of the majority of voting units of Archstone Consulting; (viii) Archstone Holdings LLC ("Archstone Holdings"), in its capacity as a holder of the majority of voting units of Intermediate Holdings; (ix) Lake Capital Partners LP ("Lake Capital"), in its capacity as a holder of the majority of voting units of Archstone Holdings; and (x) Lake Capital Investment Partners LP ("Lake Investment"), in its capacity as general partner of Lake Capital.
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(
3)
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This Form 4 is also being filed by Paul G. Yovovich ("Yovovich"), in his capacity as a member of the Limited Partner Committee of Lake Investment.
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(
4)
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This Form 4 is also being filed by Terence M. Graunke ("Graunke"), in his capacity as a member of the Limited Partner Committee of Lake Investment and as a member of the board of directors of Issuer.
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(
5)
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Each of Graunke, Yovovich, Lake Investment, Lake Capital, Archstone Holdings, Intermediate Holdings, Archstone Consulting, International Holdings, Cooperatief, Archstone Holdings UK, Archstone Consulting UK and Archstone BV may be referred to individually as a "Reporting Person" and collectively as "Reporting Persons".
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(
6)
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Information with respect to each Reporting Person is given solely by such Reporting Person, and such Reporting Person has no responsibility for the accuracy or completeness of information supplied by another Reporting Person. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
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(
7)
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On November 10, 2009, Archstone Consulting, Archstone UK and Archstone BV (collectively, the "Sellers") entered into a Asset Purchase Agreement (the "Purchase Agreement") with Issuer and certain of Issuer's subsidiaries pursuant to which Archstone Consulting, Archstone BV and Archstone Consulting UK agreed to sell to the subsidiaries of Issuer substantially all of their assets, in exchange for 4.657 million shares of Issuer's Common Stock. Of the 4.657 millions shares, 1.655 million were subject to forfeiture if the business related to the purchased assets did not achieve certain revenue targets. On May 11, 2010, the Sellers and Issuer reached a settlement, whereby the Sellers agreed to forfeit an aggregate of 220,000 of such shares as follows: (i) Archstone Consulting forfeited 187,000 Issuer shares of which it was the direct beneficial owner, (Continue in footnote 8)
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(
8)
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(ii) Archstone UK forfeited 6,600 Issuer shares of which it was the direct beneficial owner and (iii) Archstone BV forfeited 24,600 Issuer shares of which it was the direct beneficial owner.
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(
9)
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These shares are owned directly by Archstone BV.
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(
10)
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These shares are owned directly by Archstone Consulting UK.
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(
11)
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These shares are owned directly by Lake Capital Management LLC ("LCM"), which received 10,638 restricted stock units in connection with Terence M. Graunke's services as a director to the Issuer. Yovovich is a member of LCM, which is member managed. As such, Yovovich may be deemed to be a beneficial owner of the shares reported in Table I.
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(
12)
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Upon vesting of the restricted stock units, LCM will receive shares of common stock on a one-for-one basis. The restricted stock units vest in three equal annual installments beginning on March 12, 2011 and have no expiration date.
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Remarks:
This Form 4 is being filed in three parts due to the large number of Reporting Persons and the variance in relationships. This filing is filed by the Reporting Persons listed in Footnote 2 above. An accompanying filing is filed, on the date hereof, by the Reporting Persons listed in Footnote 1 and Footnote 3 above. All filings relate to the same series of transactions described above.
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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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YOVOVICH PAUL G
676 N. MICHIGAN AVE SUITE 3900
CHICAGO, IL 60611
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X
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Signatures
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/s/ Paul G. Yovovich by James S. Rowe under a Power of Attorney
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5/13/2010
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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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