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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5 |
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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
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BRUSSELL BENJAMIN |
2. Issuer Name
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Ticker or Trading Symbol
PINNACLE DATA SYSTEMS INC [ PNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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4798 VALHALLA DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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BOULDER, CO 80301 |
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) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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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) |
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 | ||||||||
| Stock option | $2.8 | 1/30/2012 | D | 20000 (1) | 10/26/2007 | 10/26/2016 | Common stock | 20000 | $2.8 | 28227 | D | ||||
| Stock option | $2.15 | 1/30/2012 | D | 5000 | 5/11/2008 | 5/11/2017 | Common stock | 5000 | $2.15 | 23227 | D | ||||
| Stock option | $1.9 | 1/30/2012 | D | 5000 | 5/16/2009 | 5/16/2008 | Common stock | 5000 | $1.9 | 18227 | D | ||||
| Stock option | $0.52 | 1/30/2012 | D | 5000 | 5/12/2010 | 5/12/2019 | Common stock | 5000 | $0.52 | 13227 | D | ||||
| Stock option | $0.51 | 1/30/2012 | D | 3000 | 5/26/2010 | 5/26/2019 | Common stock | 3000 | $0.51 | 10227 | D | ||||
| Stock option | $1.32 | 1/30/2012 | D | 10227 | 5/9/2012 | 5/9/2021 | Common stock | 10227 | $1.32 | 0 | D | ||||
| Explanation of Responses: | |
| (1) | Pursuant to the Agreement and Plan of Merger, dated November 10, 2011 ("Merger Agreement") by and among Pinnacle Data Systems, Inc. (the "Company"), Avnet, Inc. ("Avnet") and AIR Acquisition Corp., a wholly-owned subsidiary of Avnet ("Merger Sub"), on January 30, 2012, Merger Sub merged with and into the Company (the "Merger"), and effective upon the consummation of the Merger each share of common stock of the Company that was issued and outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive $2.40 in cash, without interest. Pursuant to the Merger Agreement, each issued and outstanding option to purchase shares of Company common stock was vested in full as of immediately prior to the Merger, and each holder of an option has the right to receive an amount in cash equal to the excess, if any, of $2.40 (without interest) over the exercise price per share of such option. |
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Reporting Owners
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| Reporting Owner Name / Address |
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| Director | 10% Owner | Officer | Other | ||
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BRUSSELL BENJAMIN
4798 VALHALLA DRIVE BOULDER, CO 80301 |
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Signatures
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| John D. Bair | 1/31/2012 | |
| ** Signature of Reporting Person |
Date
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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. | |