09/09/2025 | Press release | Distributed by Public on 09/09/2025 10:20
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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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 | ||||||||
Restricted Stock Units, Based on Common Stock $.01 par value(1)(2) | $ 0 | 09/02/2025(1)(2) | M | 96,154 | 09/02/2025 | (4) | Common Stock, $.01 par value | 96,154 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Matacunas Mike R. C/O SPAR GROUP, INC. 1910 OPDYKE COURT AUBURN HILLS, MI 48326 |
X | Chief Executive Officer |
/s/ Michael R. Matacunas | 09/09/2025 | |
**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) | As previously reported, on February 22, 2021, the Reporting Person received an inducement award approved by the Board of Directors of SPAR Group, Inc. (the "Issuer") for Restricted Stock Units ("RSUs") for $100,000 of shares of the Issuer's Common Stock, issuable on May 15 of each year he remains employed by the Issuer (the "Continuing Award"), which commenced in 2022. |
(2) | As previously reported, on May 15, 2025, under the Continuing Award (see footnote (1), above), the Reporting Person automatically received from the Issuer RSUs for 96,154 shares of the Issuer's Common Stock (the "2025 RSUs") based on the market price of $1.04 per share on May 14, 2025 (the last trading day preceding the 2025 RSU issuance date). The 2025 RSUs were to become payable (at the option of the Issuer) either in cash or Common Stock on May 15, 2026 for no payment (other than tax withholdings). Subject to the Transition Agreement dated August 25, 2025, between the Issuer and the Reporting Person, the 2025 RSUs accelerated and vested in full on September 2, 2025. |
(3) | Represents shares withheld upon vesting of 2025 RSUs to cover required tax withholdings. |
(4) | Not applicable. |
(5) | That beneficial ownership does not include the shares that could be acquired under the following options. As previously reported, on February 22, 2021, the Reporting Person received an inducement award approved by the Issuer's Board of Directors for options to purchase 630,000 shares of the Common Stock of the Issuer at an exercise price of $1.90 per share (which was the market price on February 22, 2021, the date the options were issued). On February 22, 2022, the options automatically vested and became exercisable at the option of the Reporting Person, which requires notice and payment of $1.90 per share to the Issuer to effect such exercise. The options were to automatically expire on February 22, 2031, however, subject to the Transition Agreement dated August 25, 2025, the options shall remain outstanding and exercisable until the earlier of three years after the end of the Transition Period and the expiration date set forth in the grant agreement of such options. |