SEC Form 4
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*
Guthrie David M

(Last) (First) (Middle)
3280 PEACHTREE RD NE
SUITE 1000

(Street)
ATLANTA GA 30305

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PREMIERE GLOBAL SERVICES, INC. [ PGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/08/2015 D(1)(2)(3) 185,513 D $14 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 10, 2015, by and among Pangea Private Holdings, II, LLC, a Delaware limited liability company ("Parent"), Pangea Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Premiere Global Services, Inc. (the "Company"), on December 8, 2015 (the "Effective Date"), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
2. Pursuant to the Merger Agreement, on the Effective Date, (i) each outstanding share of the Company's common stock was converted into the right to receive a cash payment of $14.00 (the "Merger Consideration") and (ii) each share of the Company's common stock subject to time-based vesting restrictions that was outstanding immediately prior to the Effective Date became fully vested and nonforfeitable and was converted into the right to receive the Merger Consideration, less the amount of any required withholding tax.
3. Pursuant to the Merger Agreement, on the Effective Date, each share of the Company's common stock subject to performance-based vesting restrictions that was outstanding immediately prior to the Effective Date became vested and nonforfeitable based upon (x) an assumed achievement of 100% of the performance goals, if the Effective Date occurred during the first half of the applicable performance period, or (y) the actual level of achievement of the performance goals, measured as of September 30, 2015, if the Effective Date occurred during the second half of the applicable performance period and such vested performance shares were converted into the right to receive the Merger Consideration, less the amount of any required withholding tax.
Remarks:
L. Scott Askins, by Power-of-Attorney 12/08/2015
** 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).
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