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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 | |
| Platinum Merger Sub, Inc. C/O STEFANINI IT SOLUTIONS SA AVE BRIGADEIRO FARIA LIMA, 1355, FL 19 SAO PAULO, D5 001452-002 |
X | |||
| STEFANINI INTERNATIONAL HOLDINGS LTD C/O STEFANINI IT SOLUTIONS SA AVE BRIGADEIRO FARIA LIMA, 1355, FL 19 SAO PAULO, D5 001452-002 |
X | |||
| Stefanini Marco Antonio C/O STEFANINI IT SOLUTIONS SA AVE BRIGADEIRO FARIA LIMA, 1355, FL 19 SAO PAULO, D5 001452-002 |
X | X | ||
| Stefanini Maria das Gracas C/O STEFANINI IT SOLUTIONS SA AVE BRIGADEIRO FARIA LIMA, 1355, FL 19 SAO PAULO, D5 001452-002 |
X | X | ||
| /s/ Marco Antonio Stefanini, Chairman of Stefanini International Holdings Ltd | 12/13/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Antonio Barretto, Secretary of Platinum Merger Sub, Inc. | 12/13/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Marco Antonio Stefanini | 12/13/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Maria das Gracas Vuolo Sajovic | 12/13/2010 | |
| **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) | This form is a joint filing by Platinum Merger Sub, Inc., a Delaware corporation ("Purchaser"), Stefanini International Holdings Ltd, a company incorporated and registered in England and Wales ("Stefanini"), Mr. Marco Antonio Stefanini ("Mr. Stefanini") and Ms. Maria das Gracas Vuolo Sajovic ("Ms. Sajovic"). Purchaser is a wholly-owned subsidiary of Stefanini, which is beneficially owned by Mr. Stefanini and Ms. Sajovic. |
| (2) | In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 1, 2010, by and among Stefanini, Purchaser and TechTeam Global, Inc., a Delaware corporation ("TechTeam"), on November 12, 2010, Purchaser commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, $0.01 par value per share, of TechTeam (the "Shares") at a price of $8.35 per Share, without interest thereon and less any required withholding tax. |
| (3) | The Offer expired at 12:00 midnight, New York City Time, on December 10, 2010. Based on final information from the depositary for the tender offer, a total of 9,997,058 Shares were validly tendered and not properly withdrawn immediately prior to the expiration of the offering period, representing approximately 89.41% of TechTeam's outstanding Shares. Purchaser has accepted for payment all Shares that were validly tendered during the initial offering period, and payment for such Shares has been or will be made promptly, in accordance with the terms of the tender offer. The Purchaser also acquired an additional 719,651 Shares at a price of $8.35 per Share pursuant to its "top-up" right provided for in the Merger Agreement, following which the Purchaser owned over 90 percent of the outstanding TechTeam Shares. |
| (4) | Pursuant to the terms of the Merger Agreement, on December 13, 2010, Stefanini caused Purchaser to merge with and into TechTeam (the "Merger") in accordance with the "short-form" merger provisions of Delaware law. In the Merger each Share of TechTeam (other than shares held by TechTeam as treasury shares or owned by Stefanini, Purchaser or any wholly-owned subsidiary of Stefanini or TechTeam or owned by stockholders of TechTeam who properly exercise appraisal rights under Delaware law) was automatically converted into the right to receive $8.35 in cash, without interest thereon and less any required withholding tax. As a result of the Merger, Stefanini, Purchaser, Mr. Stefanini and Ms. Sajovic acquired beneficial ownership of 11,900,671 Shares, representing 100% of the Shares. |