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Identiv, Inc. — Director's Dealing 2010
Jan 14, 2010
34292_dirs_2010-01-14_96d4e76c-1417-41cd-a5a0-c7055e0dfee7.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: SCM MICROSYSTEMS INC (SCMM)
CIK: 0001036044
Period of Report: 2010-01-04
Reporting Person: Mountain Partners AG (10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 4547990 | Direct |
| Common Stock | 3319721 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Common Stock Option (right to buy) | $1.87 | 2014-06-30 | Common Stock (2035690) | Indirect |
Footnotes
F1: These securities were acquired in connection with the business combination between SCM and Bluehill ID AG, a stock corporation incorporated in Switzerland ("Bluehill ID") in which SCM made an offer (the "Offer") to the Bluehill ID shareholders to acquire all of the issued and outstanding bearer shares in Bluehill ID (the "Business Combination"). Each bearer share in Bluehill ID tendered by the Reporting Person in the Offer was exchanged for 0.52 shares of SCM Common Stock (the "Exchange Ratio"). The Business Combination closed on January 4, 2010.
F2: Consists of 2,243,653 shares which were acquired in connection with the business combination by BH Capital Management AG, a company controlled and owned by Ayman S. Ashour and Mountain Partners AG and 1,076,068 shares which were acquired in connection with the business combination by Mountain Super Angel AG, a fund managed by Mountain Capital Management AG, of which Mountain Partners AG, owns 100%, in connection with the Offer.
F3: The option is fully vested and immediately exercisable.
F4: Converted into U.S. dollars based upon the prevailing exchange rate of 1.0283 Swiss francs per U.S. dollar as of January 6, 2010.
F5: Bluehill ID granted an option to purchase 3,914,790 bearer shares in Bluehill ID with an exercise price of 1.00 Swiss francs pursuant to that certain call option agreement dated September 8, 2009, to BH Capital Management AG, a company controlled and owned by Ayman S. Ashour and Mountain Partners AG. Upon the closing of the Offer, the option ceased to represent a right to acquire bearer shares in Bluehill ID and instead represented a right to acquire 2,035,690 shares in SCM common stock with an exercise price of $1.87 as a result of applying the Exchange Ratio.