Sec Form 4 Filing - Wijesuriya Dilantha @ ARC DOCUMENT SOLUTIONS, INC. - 2024-11-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Wijesuriya Dilantha
2. Issuer Name and Ticker or Trading Symbol
ARC DOCUMENT SOLUTIONS, INC. [ ARC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and COO
(Last) (First) (Middle)
C/O ARC DOCUMENT SOLUTIONS, INC., 12657 ALCOSTA BLVD., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2024
(Street)
SAN RAMON, CA94583
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/22/2024 F( 1 ) 55,000 ( 2 ) D $ 0 122,882 D
Common Stock 11/22/2024 F( 1 ) 12,835 ( 2 ) D $ 0 110,047 D
Common Stock 11/22/2024 F( 1 ) 6,417 ( 2 ) D $ 0 103,630 D
Common Stock 11/22/2024 J( 1 ) 101,812 ( 3 ) A 205,442 D
Common Stock 11/22/2024 F( 1 ) 91,706 ( 4 ) D $ 0 113,736 D
Common Stock 11/22/2024 J( 1 ) 165,000 ( 3 ) A 278,736 D
Common Stock 11/22/2024 F( 1 ) 160,851 ( 4 ) D $ 0 117,885 D
Common Stock 11/22/2024 J( 1 ) 86,465 ( 3 ) A 204,350 D
Common Stock 11/22/2024 F( 1 ) 84,291 ( 4 ) D $ 0 120,059 D
Common Stock 11/22/2024 J( 1 ) 90,118 ( 3 ) A 210,177 D
Common Stock 11/22/2024 F( 1 ) 76,401 ( 4 ) D $ 0 133,776 D
Common Stock 11/22/2024 J( 1 ) 207,528 ( 3 ) A 341,304 D
Common Stock 11/22/2024 F( 1 ) 148,749 ( 4 ) D $ 0 192,555 D
Common Stock 11/22/2024 J( 1 ) 75,551 ( 3 ) A 268,106 D
Common Stock 11/22/2024 F( 1 ) 65,752 ( 4 ) D $ 0 202,354 D
Common Stock 11/22/2024 J( 1 ) 165,011 ( 3 ) A 367,365 D
Common Stock 11/22/2024 F( 1 ) 139,021 ( 4 ) D $ 0 228,344 D
Common Stock 11/22/2024 J( 1 ) 228,344 ( 5 ) D 0 D
Common Stock 11/22/2024 D( 1 ) 647,771 ( 6 ) D $ 3.4 0 I Wijesuriya Family Trust DTD 9/4/2002
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 2.65 11/22/2024 D( 1 ) 101,812 ( 7 ) ( 7 ) Common Stock 101,812 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 3.69 11/22/2024 D( 1 ) 65,000 ( 8 ) ( 8 ) Common Stock 65,000 ( 8 ) 0 D
Employee Stock Option (right to buy) $ 3.69 11/22/2024 D( 1 ) 76,048 ( 8 ) ( 8 ) Common Stock 76,048 ( 8 ) 0 D
Employee Stock Option (right to buy) $ 3.21 11/22/2024 D( 1 ) 165,000 ( 7 ) ( 7 ) Common Stock 165,000 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 3.21 11/22/2024 D( 1 ) 86,465 ( 7 ) ( 7 ) Common Stock 86,465 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 2.25 11/22/2024 D( 1 ) 90,118 ( 7 ) ( 7 ) Common Stock 90,118 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 1.26 11/22/2024 D( 1 ) 207,528 ( 7 ) ( 7 ) Common Stock 207,528 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 2.42 11/22/2024 D( 1 ) 75,551 ( 7 ) ( 7 ) Common Stock 75,551 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 2.21 11/22/2024 D( 1 ) 165,011 ( 7 ) ( 7 ) Common Stock 165,011 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 4.75 11/22/2024 D( 1 ) 76,347 ( 8 ) ( 8 ) Common Stock 76,347 ( 8 ) 0 D
Employee Stock Option (right to buy) $ 3.65 11/22/2024 D( 1 ) 98,938 ( 8 ) ( 8 ) Common Stock 98,938 ( 8 ) 0 D
Employee Stock Option (right to buy) $ 8.89 11/22/2024 D( 1 ) 46,000 ( 8 ) ( 8 ) Common Stock 46,000 ( 8 ) 0 D
Employee Stock Option (right to buy) $ 9.09 11/22/2024 D( 1 ) 40,283 ( 8 ) ( 8 ) Common Stock 40,283 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wijesuriya Dilantha
C/O ARC DOCUMENT SOLUTIONS, INC.
12657 ALCOSTA BLVD., SUITE 200
SAN RAMON, CA94583
President and COO
Signatures
/s/ Jorge Avalos, Attorney-in-Fact 11/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 22, 2024, pursuant to the Agreement and Plan of Merger (as amended, the 'Merger Agreement') dated August 27, 2024, by and among ARC Document Solutions, Inc. (the 'Company') TechPrint Holdings, LLC ('Parent'), TechPrint Merger Sub, Inc. ('Merger Sub'), Merger Sub merged with and into the Company (the 'Merger'), with the Company surviving as the surviving corporation ('Surviving Corporation') in the Merger.
( 2 )Represents shares of Company common stock ('Shares') disposed of to satisfy applicable tax liabilities on unvested restricted stock which, immediately prior to the effective time of the Merger (Effective Time'), were cancelled and converted into the right to receive a number of Shares equal to the quotient of (i) the number of unvested Shares covered thereby multiplied by $3.40 (the 'Merger Consideration') in cash without interest thereon, less applicable taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole Share.
( 3 )Represents Shares acquired by the Reporting Person, pursuant to the Merger Agreement, immediately prior to the Effective Time in exchange for cancelled and converted vested and unvested options reported herein.
( 4 )Represents Shares disposed of to satisfy applicable tax liabilities, pursuant to the Merger Agreement, for the cancellation and conversion, immediately prior to the Effective Time, of vested and unvested options reported herein.
( 5 )Under the Merger Agreement and Rollover Agreement, dated August 27, 2024 by and between Parent and the Company stockholders listed on Schedule A thereto (as amended, the 'Rollover Agreement'), immediately prior to the Effective Time, each of these Shares was exchanged for a common unit of Parent.
( 6 )Represents Shares which, at the Effective Time, were cancelled and converted into the right to receive the Merger Consideration.
( 7 )Under the Merger Agreement, immediately prior to the Effective Time, each of these options, whether vested or unvested, was cancelled and converted into the number of Shares equal to the quotient of (i) the product of (a) the amount by which the Merger Consideration exceeds the exercise price per share of such option and (b) the aggregate number of shares issuable upon exercise of such option, less applicable taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole share.
( 8 )Under the Merger Agreement, each of these options, whether vested or unvested, was cancelled without the payment of consideration.

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