FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LUNA INNOVATIONS INC [ LUNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Common Stock | 05/08/2015 | J(1) | 52,848 | A | $0(1) | 52,848 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Common Stock Option (Right to Buy) | $9.03 | 05/08/2015 | J(2) | 31,782 | (2) | 07/05/2015 | Common Stock | 31,782 | $0(2) | 31,782 | D | ||||
Common Stock Option (Right to Buy) | $1.95 | 05/08/2015 | J(3) | 5,340 | (3) | 08/31/2022 | Common Stock | 5,340 | $0(3) | 5,340 | D |
Explanation of Responses: |
1. The reporting person held 166,283 shares of Class A common stock of Advanced Photonix, Inc. ("API"). Pursuant to the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of January 30, 2015, by and among the issuer, API and API Merger Sub, Inc. (the "Merger"), each issued and outstanding share of API Class A common stock was converted into 0.31782 shares of common stock (rounded down) of the issuer. The closing of the Merger occurred on May 8, 2015. |
2. On July 5, 2005, the reporting person was granted an option to purchase 100,000 shares of API's Class A common stock under API's 2000 Stock Option Plan at an exercise price of $2.87 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 31,782 shares of the issuer's common stock at an exercise price of $9.03 per share. This option is fully vested and exercisable. |
3. On September 1, 2012, the reporting person was granted an option to purchase 16,805 shares of API's Class A common stock under API's 2007 Equity Incentive Plan at an exercise price of $0.62 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 5,340 shares of the issuer's common stock at an exercise price of $1.95 per share. This option is fully vested and exercisable. |
Remarks: |
/s/ Donald Pastor | 05/08/2015 | |
** Signature of Reporting Person | Date | |
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 Number. |