Sec Form 4 Filing - Hempel Robert Patrick @ MICROPAC INDUSTRIES INC - 2024-12-30

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
Hempel Robert Patrick
2. Issuer Name and Ticker or Trading Symbol
MICROPAC INDUSTRIES INC [ MPAD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
AM WALL 127
3. Date of Earliest Transaction (MM/DD/YY)
12/30/2024
(Street)
BREMEN, 2MD-28195
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 12/30/2024 D 1,952,577 ( 1 ) D $ 20 0 I See Footnotes ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hempel Robert Patrick
AM WALL 127
BREMEN, 2MD-28195
X X
Signatures
/s/ Robert Patrick Hempel 12/30/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated November 1, 2024, by and among Micropac Industries, Inc., a Delaware corporation (the "Issuer"), Teledyne Technologies Incorporated, a Delaware corporation and Harrier Merger Sub, Inc., a Delaware corporation, each share of common stock, par value $0.10 per share of the Issuer, was canceled and converted into the right to receive $20.00 per share in cash without interest, subject to required withholding of taxes.
( 2 )The referenced securities are owned directly by Micropac Industries, Inc. Vermoegensverwaltungsgesellschaft buergerlichen Rechts, a partnership organized under the laws of the Federal Republic of Germany (the "Partnership"). Prior to August 8, 2023, the Partnership was owned 99.98% by Mr. Heinz-Werner Hempel and 0.01% by each of Mr. Robert Patrick Hempel and Ms. Maria Hempel-Bowe (formerly known as Ms. Maria Theresa Hempel). Upon the death of Mr. Heinz-Werner Hempel on August 8. 2023, and pursuant to the provisions of his last will and testament, each of Mr. Robert Patrick Hempel and Ms. Maria Hempel-Bowe became successors to 50% of his interest in the Partnership, such that each of Mr. Robert Patrick Hempel and Ms. Maria Hempel-Bowe now have a 50% interest in the Partnership.
( 3 )By virtue of their status as partners in the Partnership and their related rights and powers, each of Mr. Robert Patrick Hempel and Ms. Maria Hempel-Bowe may be deemed to beneficially own the shares of the Company that are beneficially owned by the Partnership.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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