Westell Technologies, Inc.
750 North Commons Drive
Aurora, IL 60504
_______________________________
(630) 898-2500
www.westell.com
info@westell.com
AnnualReport
For the period ending March 31, 2024(the "Reporting Period")
Outstanding Shares
The number of shares outstanding of our Class A Common Stock was:
7,959,105as of March 31, 2024
7,989,671as of March 31, 2023
(Current Reporting Period Date or More Recent Date)
(Most Recent Completed Fiscal Year End)
The number of shares outstanding of our Class B Common Stock was:
3,484,287as of March 31, 2024
3,484,287as of March 31, 2023
(Current Reporting Period Date or More Recent Date)
(Most Recent Completed Fiscal Year End)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934):
Yes: ☐ | No: ☒ |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ | No: ☒ |
Change in Control
Indicate by check mark whether a Change in Control1 of the company has occurred during this reporting period:
Yes: ☐ | No: ☒ |
- "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
Page 1 of 47
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer and names used by predecessor entities, along with the dates of the name changes.
Westell Technologies, Inc. (Formerly known as Electronic Information Technologies, Inc. - Name changed in October 1995 and previously formally known as R-COM, INC. - Name changed in November 1992.)
Current State and Date of Incorporation or Registration: Delaware on 10/29/1980
Standing in this jurisdiction: (e.g. active, default, inactive): Active
Prior Incorporation Information for the issuer and any predecessors during the past five years: N/A
Describe any trading suspension or halt orders issued by the SEC or FINRA concerning the issuer or its predecessors since inception:
None.
List any stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
None.
Address of the issuer's principal executive office:
750 North Commons Drive, Aurora, IL 60504
Address of the issuer's principal place of business:
- Check if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
No: ☒ | Yes: ☐ If Yes, provide additional details below: |
- Security Information
Transfer Agent
Name: Broadridge Corporate Issuer Solutions, Inc.Phone: (855) 449-0975
Email: Shareholder@broadridge.com
Address: 1155 Long Island Avenue, Englewood, NY 11717
Publicly Quoted or Traded Securities:
The goal of this section is to provide a clear understanding of the share information for its publicly quoted or traded equity securities. Use the fields below to provide the information, as applicable, for all outstanding classes of securities that are publicly traded/quoted.
Trading symbol:
Exact title and class of securities outstanding:
CUSIP:
Par or stated value: Total shares authorized: Total shares outstanding:
Total number of shareholders of record:
WSTL
Class A Common Stock957541303
par value: $0.01 per share
109,000,000 | as of date: | March 31, 2024 |
7,959,105 | as of date: | March 31, 2024 |
76 | as of date: | March 31, 2024 |
Page 2 of 47
Please provide the above-referenced information for all other publicly quoted or traded securities of the issuer. None
Other classes of authorized or outstanding equity securities that do not have a trading symbol:
The goal of this section is to provide a clear understanding of the share information for its other classes of authorized or outstanding equity securities (e.g., preferred shares that do not have a trading symbol). Use the fields below to provide the information, as applicable, for all other authorized or outstanding equity securities.
Exact title and class of security: | Class B Common Stock(1) | |
Par or stated value: | par value: $0.01 per share | |
Total shares authorized: | 25,000,000 | as of date: March 31, 2024 |
Total shares outstanding: | 3,484,287 | as of date: March 31, 2024 |
Total number of shareholders of record: | 4 | as of date: March 31, 2024 |
- Class A Common Stock is freely transferable. Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share.
Exact title and class of the security: | Preferred Stock | |
Par or stated value: | par value: $0.01 per share | |
Total shares authorized: | 1,000,000 | as of date: March 31, 2024 |
Total shares outstanding: | None | as of date: March 31, 2024 |
Total number of shareholders of record: | N/A | as of date: March 31, 2024 |
Please provide the above-referenced information for all other classes of authorized or outstanding equity securities.
None
Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company's equity securities, as applicable:
1. For common equity, describe any dividend, voting and preemption rights.
Class A Common Stock is freely transferable. Class B Common Stock is transferable only to certain permitted transferees (generally tied to the Penny family (the Company's principal stockholders)) but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share. No other dividend or preemptive rights.
2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions.
The Board of Directors has the authority to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series, without any further vote or action by stockholders.
3. Describe any other material rights of common or preferred stockholders.
The members of the Penny family (principal stockholders) have a Stock Transfer Restriction Agreement that prohibits, with limited exceptions, such members from transferring their Class B Common Stock acquired prior to November 30, 1995, without first offering such stock to the other members of the Penny family. If converted,
Class B stock converts on a one-for-onebasis into shares of Class A Common Stock upon a transfer.
4. Describe any material modifications to rights of holders of the company's securities that have occurred over the reporting period covered by this report.
None
Page 3 of 47
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
- Changes to the Number of Outstanding Shares for the two most recently completed fiscal years and any subsequent period.
Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:
No: ☐ | Yes: ☒ (If yes, you must complete the table below) | |||||||||
Shares Outstanding Opening Balance: | ||||||||||
Date 03/31/2022 | Class A Common: 7,705,826 | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
Class B Common: 3,484,287 | ||||||||||
Preferred: 0 | ||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption | |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or | |
issuance, | Issued (or | issued | issued at | issued to. | cash or debt | as of this | Registration | |||
cancellation, | cancelled) | ($/per | a discount | ***You must | conversion) | filing. | Type. | |||
shares | share) at | to market | -OR- | |||||||
returned to | Issuance | price at | disclose the | Nature of | ||||||
treasury) | (1) | the time | control person(s) | Services | ||||||
of | for any entities | Provided | ||||||||
issuance? | listed. | |||||||||
(Yes/No) | ||||||||||
4/1/2022 | New | 34,013 | Class A | $1.30 | No | Timothy L. | Employee | Unrestricted | (2) (4) | |
issuance | Duitsman | Compensation | ||||||||
4/1/2022 | New | 21,667 | Class A | $1.30 | No | Jeniffer L. | Employee | Unrestricted | (2) (4) | |
issuance | Jaynes | Compensation | ||||||||
4/1/2022 | Shares | (7,496) | Class A | $1.30 | No | Jeniffer L. | Repurchase for | Unrestricted | (2) (4) | |
returned to | Jaynes | tax withholdings | ||||||||
Treasury | ||||||||||
4/1/2022 | New | 15,000 | Class A | $1.30 | No | Jesse | Employee | Unrestricted | (2) (4) | |
issuance | Swartwood | Compensation | ||||||||
4/1/2022 | Shares | (5,190) | Class A | $1.30 | No | Jesse | Repurchase for | Unrestricted | (2) (4) | |
returned to | Swartwood | tax withholdings | ||||||||
Treasury | ||||||||||
4/1/2022 | New | 29,000 | Class A | $1.30 | No | Employee(s) | Employee | Unrestricted | (2) | |
issuance | Compensation | |||||||||
4/1/2022 | Shares | (10,099) | Class A | $1.30 | No | Employee(s) | Repurchase for | Unrestricted | (2) | |
returned to | tax withholdings | |||||||||
Treasury | ||||||||||
April 2022 | Shares | (21,324) | Class A | $1.26 | No | Open Market | Repurchase | Unrestricted | (3) (5) | |
returned to | Class A | pursuant to the | ||||||||
Treasury | Purchase | rule 10b5-1(c) | ||||||||
purchase plan | ||||||||||
May 2022 | Shares | (11,953) | Class A | $1.24 | No | Open Market | Repurchase | Unrestricted | (3) (6) | |
returned to | Class A | pursuant to the | ||||||||
Treasury | Purchase | rule 10b5-1(c) | ||||||||
purchase plan | ||||||||||
Page 4 of 47
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | ||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | ||
shares | share) at | to market | have individual | -OR- | |||||
returned to | Issuance | price at | with voting / | Nature of | |||||
treasury) | (1) | the time | investment | Services | |||||
of | control | Provided | |||||||
issuance? | disclosed). | ||||||||
(Yes/No) | |||||||||
6/1/2022 | New | 34,364 | Class A | $1.18 | No | Timothy L. | Employee | Unrestricted | (2) (4) |
issuance | Duitsman | Compensation | |||||||
6/1/2022 | New | 21,477 | Class A | $1.18 | No | Jeniffer L. | Employee | Unrestricted | (2) (4) |
issuance | Jaynes | Compensation | |||||||
6/1/2022 | Shares | (6,835) | Class A | $1.18 | No | Jeniffer L. | Repurchase for | Unrestricted | (2) (4) |
returned to | Jaynes | tax withholdings | |||||||
Treasury | |||||||||
6/1/2022 | New | 12,886 | Class A | $1.18 | No | Jesse | Employee | Unrestricted | (2) (4) |
issuance | Swartwood | Compensation | |||||||
6/1/2022 | Shares | (4,458) | Class A | $1.18 | No | Jesse | Repurchase for | Unrestricted | (2) (4) |
returned to | Swartwood | tax withholdings | |||||||
Treasury | |||||||||
6/1/2022 | New | 36,681 | Class A | $1.18 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
6/1/2022 | Shares | (12,470) | Class A | $1.18 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
6/10/2022 | New | 81,881 | Class A | $1.22 | No | Timothy L. | Employee | Unrestricted | (2) (4) |
issuance | Duitsman | Compensation | |||||||
6/10/2022 | New | 33,434 | Class A | $1.22 | No | Jeniffer L. | Employee | Unrestricted | (2) (4) |
issuance | Jaynes | Compensation | |||||||
6/10/2022 | Shares | (9,560) | Class A | $1.22 | No | Jeniffer L. | Repurchase for | Unrestricted | (2) (4) |
returned to | Jaynes | tax withholdings | |||||||
Treasury | |||||||||
6/10/2022 | New | 56,292 | Class A | $1.22 | No | Jesse | Employee | Unrestricted | (2) (4) |
issuance | Swartwood | Compensation | |||||||
6/10/2022 | Shares | (16,618) | Class A | $1.22 | No | Jesse | Repurchase for | Unrestricted | (2) (4) |
returned to | Swartwood | tax withholdings | |||||||
Treasury | |||||||||
6/10/2022 | New | 64,437 | Class A | $1.22 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
6/10/2022 | Shares | (22,386) | Class A | $1.22 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
6/26/2022 | New | 5,000 | Class A | $1.12 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
6/26/2022 | Shares | (1,757) | Class A | $1.12 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
June 2022 | Shares | (21,553) | Class A | $1.11 | No | Open Market | Repurchase | Unrestricted | (3) (7) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
Page 5 of 47 |
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | ||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | ||
shares | share) at | to market | have individual | -OR- | |||||
returned to | Issuance | price at | with voting / | Nature of | |||||
treasury) | (1) | the time | investment | Services | |||||
of | control | Provided | |||||||
issuance? | disclosed). | ||||||||
(Yes/No) | |||||||||
July 2022 | Shares | (15,757) | Class A | $1.13 | No | Open Market | Repurchase | Unrestricted | (3) (8) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
August 2022 | Shares | (2,242) | Class A | $1.28 | No | Open Market | Repurchase | Unrestricted | (3) (9) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
9/01/2022 | New | 33,334 | Class A | $1.32 | No | Timothy L. | Employee | Unrestricted | (2) (4) |
issuance | Duitsman | Compensation | |||||||
9/01/2022 | New | 5,000 | Class A | $1.32 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
9/01/2022 | Shares | (1,172) | Class A | $1.32 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
9/17/2022 | New | 5,001 | Class A | $1.29 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
9/17/2022 | Shares | (1,482) | Class A | $1.29 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
September 2022 | Shares | (7,400) | Class A | $1.25 | No | Open Market | Repurchase | Unrestricted | (3) (10) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
October 2022 | Shares | (13,757) | Class A | $1.16 | No | Open Market | Repurchase | Unrestricted | (3) (11) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
11/08/2022 | New | 4,166 | Class A | $1.20 | No | Kirk R. | Board | Unrestricted | (2) (4) |
issuance | Brannock | Compensation | |||||||
11/08/2022 | New | 4,166 | Class A | $1.20 | No | Robert W. | Board | Unrestricted | (2) (4) |
issuance | Foskett | Compensation | |||||||
11/08/2022 | New | 4,166 | Class A | $1.20 | No | Robert C. | Board | Unrestricted | (2) (4) (12) |
issuance | Penny III | Compensation | |||||||
11/08/2022 | New | 6,666 | Class A | $1.20 | No | Walter J. | Board | Unrestricted | (2) (4) |
issuance | Skipper | Compensation | |||||||
11/08/2022 | New | 4,166 | Class A | $1.20 | No | Cary B. Wood | Board | Unrestricted | (2) (4) |
issuance | Compensation | ||||||||
11/08/2022 | New | 4,166 | Class A | $1.20 | No | Mark A. Zorko | Board | Unrestricted | (2) (4) |
issuance | Compensation | ||||||||
November 2022 | Shares | (5,088) | Class A | $1.20 | No | Open Market | Repurchase | Unrestricted | (3) (13) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
Page 6 of 47
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | ||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | ||
shares | share) at | to market | have individual | -OR- | |||||
returned to | Issuance | price at | with voting / | Nature of | |||||
treasury) | (1) | the time | investment | Services | |||||
of | control | Provided | |||||||
issuance? | disclosed). | ||||||||
(Yes/No) | |||||||||
December 2022 | Shares | (13,900) | Class A | $1.22 | No | Open Market | Repurchase | Unrestricted | (3) (14) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
January 2023 | Shares | (15,922) | Class A | $1.26 | No | Open Market | Repurchase | Unrestricted | (3) (15) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
February 2023 | Shares | (2,604) | Class A | $1.37 | No | Open Market | Repurchase | Unrestricted | (3) (16) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
March 2023 | Shares | (2,095) | Class A | $1.61 | No | Open Market | Repurchase | Unrestricted | (3) (17) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
4/1/2023 | New | 64,783 | Class A | $1.65 | No | Timothy L. | Employee | Unrestricted | (2) (4) |
issuance | Duitsman | Compensation | |||||||
4/1/2023 | Shares | (19,803) | Class A | $1.65 | No | Timothy L. | Repurchase for | Unrestricted | (2) (4) |
returned to | Duitsman | tax withholdings | |||||||
Treasury | |||||||||
4/1/2023 | New | 29,487 | Class A | $1.65 | No | Jeniffer L. | Employee | Unrestricted | (2) (4) |
issuance | Jaynes | Compensation | |||||||
4/1/2023 | Shares | (10,201) | Class A | $1.65 | No | Jeniffer L. | Repurchase for | Unrestricted | (2) (4) |
returned to | Jaynes | tax withholdings | |||||||
Treasury | |||||||||
4/1/2023 | New | 17,692 | Class A | $1.65 | No | Jesse | Employee | Unrestricted | (2) (4) |
issuance | Swartwood | Compensation | |||||||
4/1/2023 | Shares | (6,121) | Class A | $1.65 | No | Jesse | Repurchase for | Unrestricted | (2) (4) |
returned to | Swartwood | tax withholdings | |||||||
Treasury | |||||||||
4/1/2023 | New | 19,000 | Class A | $1.65 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
4/1/2023 | Shares | (6,612) | Class A | $1.65 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
April 2023 | Shares | (5,649) | Class A | $1.69 | No | Open Market | Repurchase | Unrestricted | (3) (18) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
May 2023 | Shares | (14,722) | Class A | $1.69 | No | Open Market | Repurchase | Unrestricted | (3) (19) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
6/1/2023 | New | 34,364 | Class A | $1.70 | No | Timothy L. | Employee | Unrestricted | (2) (4) |
issuance | Duitsman | Compensation | |||||||
Page 7 of 47
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | ||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | ||
shares | share) at | to market | have individual | -OR- | |||||
returned to | Issuance | price at | with voting / | Nature of | |||||
treasury) | (1) | the time | investment | Services | |||||
of | control | Provided | |||||||
issuance? | disclosed). | ||||||||
(Yes/No) | |||||||||
6/1/2023 | Shares | (10,068) | Class A | $1.70 | No | Timothy L. | Repurchase for | Unrestricted | (2) (4) |
returned to | Duitsman | tax withholdings | |||||||
Treasury | |||||||||
6/1/2023 | New | 21,478 | Class A | $1.70 | No | Jeniffer L. | Employee | Unrestricted | (2) (4) |
issuance | Jaynes | Compensation | |||||||
6/1/2023 | Shares | (6,146) | Class A | $1.70 | No | Jeniffer L. | Repurchase for | Unrestricted | (2) (4) |
returned to | Jaynes | tax withholdings | |||||||
Treasury | |||||||||
6/1/2023 | New | 12,886 | Class A | $1.70 | No | Jesse | Employee | Unrestricted | (2) (4) |
issuance | Swartwood | Compensation | |||||||
6/1/2023 | Shares | (4,015) | Class A | $1.70 | No | Jesse | Repurchase for | Unrestricted | (2) (4) |
returned to | Swartwood | tax withholdings | |||||||
Treasury | |||||||||
6/1/2023 | New | 23,795 | Class A | $1.70 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
6/1/2023 | Shares | (8,012) | Class A | $1.70 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
6/26/2023 | New | 5,000 | Class A | $1.70 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
6/26/2023 | Shares | (1,770) | Class A | $1.70 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
June 2023 | Shares | (13,850) | Class A | $1.70 | No | Open Market | Repurchase | Unrestricted | (3) (20) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
7/21/2023 | Shares | (4,166) | Class A | $1.20 | No | Robert C. | Forfeiture due | Restricted | Forfeited (4) |
returned to | Penny III | to departure | |||||||
Treasury | from the Board | ||||||||
prior to vesting | |||||||||
July 2023 | Shares | (17,042) | Class A | $1.71 | No | Open Market | Repurchase | Unrestricted | (3) (21) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
August 2023 | Shares | (40,031) | Class A | $1.79 | No | Open Market | Repurchase | Unrestricted | (3) (22) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
9/1/2023 | New | 5,000 | Class A | $1.70 | No | Employee(s) | Employee | Unrestricted | (2) |
issuance | Compensation | ||||||||
9/1/2023 | Shares | (1,172) | Class A | $1.70 | No | Employee(s) | Repurchase for | Unrestricted | (2) |
returned to | tax withholdings | ||||||||
Treasury | |||||||||
Page 8 of 47
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | ||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | ||
shares | share) at | to market | have individual | -OR- | |||||
returned to | Issuance | price at | with voting / | Nature of | |||||
treasury) | (1) | the time | investment | Services | |||||
of | control | Provided | |||||||
issuance? | disclosed). | ||||||||
(Yes/No) | |||||||||
September 2023 | Shares | (28,114) | Class A | $1.73 | No | Open Market | Repurchase | Unrestricted | (3) (23) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
October 2023 | Shares | (10,047) | Class A | $1.62 | No | Open Market | Repurchase | Unrestricted | (3) (24) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
11/07/2023 | New | 3,205 | Class A | $1.56 | No | Kirk R. | Board | Restricted | (2) (4) |
issuance | Brannock | Compensation | |||||||
11/07/2023 | New | 3,205 | Class A | $1.56 | No | Robert W. | Board | Restricted | (2) (4) |
issuance | Foskett | Compensation | |||||||
11/07/2023 | New | 3,205 | Class A | $1.56 | No | Walter J. | Board | Restricted | (2) (4) |
issuance | Skipper | Compensation | |||||||
11/07/2023 | New | 3,205 | Class A | $1.56 | No | Cary B. Wood | Board | Restricted | (2) (4) |
issuance | Compensation | ||||||||
11/07/2023 | New | 3,205 | Class A | $1.56 | No | Mark A. Zorko | Board | Restricted | (2) (4) |
issuance | Compensation | ||||||||
November 2023 | Shares | (1,200) | Class A | $1.55 | No | Open Market | Repurchase | Unrestricted | (3) (25) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
December 2023 | Shares | (6,722) | Class A | $1.62 | No | Open Market | Repurchase | Unrestricted | (3) (26) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
January 2024 | Shares | (21,462) | Class A | $1.63 | No | Open Market | Repurchase | Unrestricted | (3) (27) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
February 2024 | Shares | (24,216) | Class A | $1.56 | No | Open Market | Repurchase | Unrestricted | (3) (28) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan | |||||||||
March 2024 | Shares | (18,935) | Class A | $1.50 | No | Open Market | Repurchase | Unrestricted | (3) (29) |
returned to | Class A | pursuant to the | |||||||
Treasury | Purchase | rule 10b5-1(c) | |||||||
purchase plan |
Shares Outstanding on Date of This Report:
Ending Balance:
Date: March 31, 2024
Class A Common: 7,959,105
Class B Common: 3,484,287
Preferred: 0
Example: A company with a fiscal year end of December 31st 2023, in addressing this item for its Annual Report, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2022 through December 31, 2023 pursuant to the tabular format above.
Page 9 of 47
***Control persons for any entities in the table above must be disclosed in the table or in a footnote here.
Use the space below to provide any additional details, including footnotes to the table above:
- Stock price or value at the date of grant was equal to the market price on the grant date. See Notes 7 and 13 in the attached Financial Statements for additional information regarding stock-based compensation and share repurchases, respectively.
- Issued pursuant to an exemption from the registration requirements of the Securities Act, as provided by Rule 701, Regulation D and/or Section 4(a)(2) of the Securities Act, as applicable.
- In May 2017, the Board of Directors authorized a share repurchase program whereby the Company could repurchase up to an additional aggregate of $2.0 million of its outstanding Class A Common Stock. There was approximately $0.2 million remaining under the May 2017 authorization as of March 31, 2024. These shares were purchased pursuant to the rule 10b5- 1(c) purchase plan.
- Control persons - see section 6 - All Officers, Directors, and Control Persons of the Company below for additional information.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.1995 to $1.3933 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.2100 to $1.2840 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.0500 to $1.2740 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.0487 to $1.2600 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.2743 to $1.2771 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.2200 to $1.2500 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.1300 to $1.1800 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- 4,166 shares were forfeited on July 21, 2023 when Mr. Penny concluded his service as a Director due to his sudden passing.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.1600 to $1.2300 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.1200 to $1.2500 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.2000 to $1.2900 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.3500 to $1.3900 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.6000 to $1.6400 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.6400 to $1.7500 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.6400 to $1.7318 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
- The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.6100 to $1.7483 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
Page 10 of 47
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Westell Technologies Inc. published this content on 24 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2024 15:37:06 UTC.