Statement of Changes in Beneficial Ownership (4)
February 04 2021 - 5:17PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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FITZGERALD ROBERT E |
2. Issuer Name and Ticker or Trading Symbol
TSR INC
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TSRI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
101 SE 25TH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2021 |
(Street)
MINERAL WELLS, TX 76067
(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, $0.01 par value | 2/3/2021 | | P | | 348414 | A | $7.25 | 487614 | I | By QAR Industries, Inc. (3) |
Common Stock, $0.01 par value | | | | | | | | 30000 | D (1)(2) | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Includes restricted stock award of 20,000 shares granted under the TSR, Inc. 2020 Equity Incentive Plan. The shares of restricted stock will remain subject to forfeiture during three years, during such time the forfeiture restrictions will lapse with respect to 10,000 shares, 5,000 shares and 5,000 shares respectively on each anniversary date of the grant date. The lapse of the forfeiture restrictions is conditioned on the reporting person continuing to provide services to TSR, Inc. (the "Company") through each vesting date. |
(2) | Includes restricted stock award of 10,000 shares granted under the TSR, Inc. 2020 Equity Incentive Plan. The shares of restricted stock will remain subject to forfeiture over three years until the Company's common stock have traded at certain pre-determined price thresholds for a 30-trading-day period. Once a price threshold was achieved by certain target dates, the forfeiture restrictions for the portion of the award related to that threshold will lapse, provided that the reporting person continues to provide services to the Company at the time of vesting. |
(3) | Shares held by QAR Industries, Inc. of which the reporting person is President, Chairman of the Board and majority shareholder. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FITZGERALD ROBERT E 101 SE 25TH AVENUE MINERAL WELLS, TX 76067 | X | X |
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Signatures
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/s/ Robert E. Fitzgerald | | 2/4/2021 |
**Signature of Reporting Person | Date |
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