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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right-to-Buy) | $ 11.05 | 08/02/2021 | J | 16,767 | (4) | 05/21/2022 | Common Stock | 16,767 | $ 0 | 0 | D | ||||
Stock Option (Right-to-Buy) | $ 6.33 | 08/02/2021 | M | 16,767 | (5) | 05/19/2023 | Common Stock | 16,767 | $ 0 | 0 | D | ||||
Stock Option (Right-to-Buy) | $ 4.34 | 08/02/2021 | M | 10,000 | (6) | 05/24/2024 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
Stock Option (Right-to-Buy) | $ 2.74 | 08/02/2021 | M | 12,500 | (7) | 05/22/2026 | Common Stock | 12,500 | $ 0 | 0 | D | ||||
Stock Option (Right-to-Buy) | $ 4.94 | 08/02/2021 | M | 10,000 | (8) | 06/17/2027 | Common Stock | 10,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SAMPSON RANDALL D 1100 CANTERBURY ROAD SHAKOPEE, MN 55379 |
X |
Suzette McNally, Attorney-in-Fact for Randall D. Sampson | 08/04/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Includes 34,550 shares owned by reporting person individually and 25,349 shares owned jointly by reporting person and his spouse |
(2) | Held as of August 2, 2021 by the Sampson Family Real Estate Holdings, LLC (SFREH), of which Mr. Sampson is the sole manager. Members of SFREH include the Marian Arlis Sampson 2012 Family Revocable Trust, the Curtis A. Sampson Family Trust, and the Randall D. Sampson GST Trust, of which Mr. Sampson is the grantor and his grandchildren are beneficiaries. Mr. Sampson and his children are among the beneficiaries of the Marian Arlis Sampson 2012 Family Irrevocable Trust and the Curtis A. Sampson Family Trust. Mr. Sampson disclaims beneficial ownership in membership interests of SFREH in which he has no pecuniary interest. |
(3) | Following the death of Curtis A. Sampson on July 16, 2020, Randall D. Sampson became the executor of the estate of Curtis A. Sampson, became the trustee of certain trusts of Curtis A. Sampson that held Communication Systems, Inc. stock and was granted other fiduciary powers relating to Communications Systems, Inc. stock. Transactions by Mr. R. Sampson in Communications Systems, Inc. stock in his fiduciary capacity subsequent to July 16, 2020 are exempt from reporting under Rule 16a-2(d)(1). |
(4) | As provided under the 2011 Plan and in accordance with the determinations of the Compensation Committee, all stock options outstanding on August 2, 2021 having an exercise price equal or greater than the Fair Market Value on the August 2, 2021 closing date of the E&S Sale Transaction were terminated and cancelled as of the closing date without any payment therefor. |
(5) | Option fully vested on May 19, 2017 |
(6) | Option fully vested on May 24, 2018 |
(7) | Option fully vested on May 22, 2020 |
(8) | Option fully vested on June 17, 2021 |