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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 | |
BOEING CO 100 N. RIVERSIDE PLAZA CHICAGO, IL 60606 |
X | |||
Vortex Merger Sub, Inc. 100 N. RIVERSIDE PLAZA CHICAGO, IL 60606 |
X |
THE BOEING COMPANY, By: /s/ Michael F. Lohr | 08/06/2010 | |
**Signature of Reporting Person | Date | |
VORTEX MERGER SUB, INC., By: /s/ John M. Meersman | 08/06/2010 | |
**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) | Reflects shares acquired by Vortex Merger Sub, Inc. (the "Purchaser") (i) in the tender offer described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on July 8, 2010 (the "Tender Offer") by The Boeing Company ("Boeing") and the Purchaser and (ii) from Argon ST, Inc. ("Argon") upon the exercise of the "top-up" option provided for in the Agreement and Plan of Merger, dated as of June 30, 2010, by and among Boeing, the Purchaser and Argon. |
(2) | Reflects all outstanding shares of Argon not tendered in the Tender Offer. Following the Tender Offer and the exercise of the "top-up" option, Argon was merged with and into the Purchaser with Argon surviving the merger as a wholly owned subsidiary of Boeing pursuant to a "short-form merger" under Delaware law (the "Merger"). Outstanding shares of Argon not tendered in the Tender Offer are deemed acquired by Boeing and the Purchaser upon consummation of the Merger. |
(3) | Prior to the Merger, Boeing held 1,000 shares of the common stock of the Purchaser, which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each share of the Purchaser was converted into a share of Argon stock. At the effective time of the Merger, all shares of Argon issued and outstanding immediately prior to the effective time were cancelled as a result of the Merger, in effect cancelling all shares of Argon held by the Purchaser. |