| 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
NATIONAL TECHNICAL SYSTEMS INC /CA/ [ NTSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2013 | ||||||||||||||||||||||||||
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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 | 11/22/2013 | J(1) | 196,261 | A | (1) | 196,261 | D(2)(3) | |||
| Common Stock | 11/22/2013 | J(4) | 196,261 | D | $0(4) | 0 | D(2)(3) | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On November 22, 2013, certain members of management of NTS contributed an aggregate of 196,261 shares of NTS common stock to NTS Holding (as defined below), the sole owner of Parent, in exchange for newly issued shares of NTS Holding, valuing the contributed securities at $23.00 per share. NTS Holding subsequently contributed and assigned such shares to Parent. |
| 2. This statement is being filed jointly by Parent and Messrs. Gerald L. Parsky and John T. Mapes. Messrs. Parsky and Mapes are the sole managing members of Aurora Capital Partners IV LLC ("ACPIV"), which is the general partner of Aurora Equity Partners IV L.P. ("AEPIV"), which was the sole stockholder of NTS Holding Corporation, Inc. (f/k/a Aurora Pacific Equity Partners, Inc.) ("NTS Holding") at the time of the transactions described herein, which in turn is the sole stockholder of Parent. Messrs. Parsky, Mapes, ACPIV, AEPIV and NTS Holding (collectively, the "Aurora Persons") may be deemed to beneficially own any shares of NTS common stock beneficially owned by Parent as a result of the aforementioned described relationship of each such person with Parent. |
| 3. Except as described in footnote (1), none of the Aurora Persons has a pecuniary interest in any shares of NTS common stock and therefore is not the beneficial owner of any shares of NTS common stock for purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Aurora Persons that it is the beneficial owner of any shares of NTS common stock for purposes of Section 13(d) of the Exchange Act or for any other purposes, and such beneficial ownership thereof is expressly disclaimed. |
| 4. On November 22, 2013, pursuant to the terms of the Merger Agreement, each share of NTS common stock held by Parent was automatically cancelled for no consideration. |
| Remarks: |
| * By virtue of the voting rights granted to Nest Parent, Inc. ("Parent") in that certain Voting Agreement, dated as of August 15, 2013, among Parent and the shareholders of National Technical Systems, Inc. ("NTS") party thereto, which was entered into in connection with that certain Agreement and Plan of Merger, dated as of August 15, 2013 (the "Merger Agreement"), by and among Parent, Nest Merger Sub, Inc., a wholly-owned subsidiary of Parent, and NTS, Parent may have been deemed for purposes of Rule 13d-3 of the Exchange Act to beneficially own approximately 18.7% of NTS's common stock prior to the consummation of the transactions described herein. Neither the filing of this Form 4 nor any of its contents (other than with respect to the shares of NTS common stock reported as directly owned by Parent herein) shall be deemed to constitute an admission that Parent is the beneficial owner of any shares of NTS common stock for purposes of Section 13(d) of the Exchange Act or for any other purposes. |
| /s/ Timothy J. Hart, as Vice, President, Secretary and General Counsel for Nest Parent, Inc. | 11/26/2013 | |
| /s/ Gerald L. Parsky | 11/26/2013 | |
| /s/ John T, Mapes | 11/26/2013 | |
| ** 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. | ||