SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/09/2020 | 3. Issuer Name and Ticker or Trading Symbol EVANS & SUTHERLAND COMPUTER CORP [ ESCC ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.20 per share(1)(2) | 200,000(3) | D(1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each of the Reporting Persons may be deemed to have become a 10% Owner of the Issuer in connection with the entry into of certain Tender and Support Agreements (the "Tender and Support Agreements"), each dated as of February 9, 2020, by and among Elevate Entertainment Inc. ("Parent") and Elevate Acquisition Corporation ("Merger Sub"), on the one hand, and each of Peter R. Kellogg, Cynthia K. Kellogg Revocable Trust, Bermuda Partners LP, Stuart Sternberg, David Bateman, Paul Dailey, Kirk Johnson, Larry Pierce and Jonathan Shaw (each, a "Shareholder") representing an aggregate of 6,960,360 shares of the Issuer beneficially owned by the Shareholders. The Tender and Support Agreements were entered into in connection with the Agreement and Plan of Merger, dated February 9, 2020, by and among Parent, Merger Sub and the Issuer. |
2. The Reporting Persons exercise voting power in limited situations over such shares of the Issuer's common stock through the grant of an irrevocable proxy by each of the Stockholders in the Tender and Support Agreements. The Reporting Persons have no pecuniary interest in any of such shares of Issuer's common stock underlying the Tender and Support Agreements. |
3. Represents an aggregate of 200,000 shares of the Issuer held directly by Seren Capital, Ltd., a Texas limited partnership and an affiliate of Stephen T. Winn, and does not represent any shares covered by the Tender and Support Agreements. |
STEPHEN T. WINN /s/ Stephen T. Winn | 02/19/2020 | |
ELEVATE ENTERTAINMENT INC. /s/ Jeb Terry Jr. Name: Jeb Terry Jr. Title: President and Chief Executive Officer | 02/19/2020 | |
ELEVATE ACQUISITION CORPORATION /s/ Jeb Terry Jr. Name: Jeb Terry Jr. Title: President and Chief Executive Officer | 02/19/2020 | |
** 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 5 (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. |