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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DOUGLAS KEVIN 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939 |
X | 13(d)(3) group | ||
| DOUGLAS FAMILY TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939 |
X | 13(d)(3) group | ||
| JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939 |
X | 13(d)(3) group | ||
| DOUGLAS JAMES E III 125 E. SIR FRANCIS DRAKE BLVD., STE 400 LARKSPUR, CA 94939 |
X | 13(d)(3) group | ||
| /s/ Eileen Wheatman, attorney in fact for Kevin Douglas | 06/07/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Eileen Wheatman, attorney in fact for Douglas Family Trust | 06/07/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Eileen Wheatman, attorney in fact for James Douglas and Jean Douglas Irrevocable Descendants' Trust | 06/07/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Eileen Wheatman, attorney in fact for James E. Douglas III | 06/07/2016 | |
| **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) | These shares are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas. |
| (2) | Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person. |
| (3) | These shares are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust. |
| (4) | These shares are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust. |
| (5) | These shares are held directly by James E. Douglas III and indirectly by Kevin Douglas. |
| (6) | TThese shares are held by the KGD 2012 Trust, of which Kevin Douglas is the settlor and has the right to substitute property of equivalent value in return for the shares held by the KGD 2012 Trust, and indirectly by Kevin Douglas. |
| (7) | These shares are held by the MMD 2012 Trust, of which Michelle Douglas is the settlor and has the right to substitute property of equivalent value in return for the shares held by the MMD 2012 Trust, and indirectly by Michelle Douglas and Kevin Douglas. |
| (8) | On June 1, 2016, Westport Innovations Inc. (the "Issuer") acquired Fuel Systems Solutions, Inc. ("Fuel Systems") pursuant to the Agreement and Plan of Merger by and among the Issuer, Whitehorse Merger Sub Inc. ("Merger Sub") and Fuel Systems, dated as of September 1, 2015, as amended by Amendment No. 1 thereto, dated as of March 6, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into Fuel Systems (the "Merger"), with Fuel Systems surviving the Merger as a wholly owned subsidiary of the Issuer. |
| (9) | At the effective time of the Merger, each outstanding share of Fuel System's common stock was converted into the right to receive 2.4755 common shares of the Issuer based on the exchange ratio provided for in the Merger Agreement. |
| (10) | Shares received in exchange for 1,056,671 shares of Fuel Systems common stock in connection with the Merger. |
| (11) | Shares received in exchange for 901,758 shares of Fuel Systems common stock in connection with the Merger. |
| (12) | Shares received in exchange for 449,088 of Fuel Systems common stock in connection with the Merger. |
| (13) | Shares received in exchange for 264,167 of Fuel Systems common stock in connection with the Merger. |