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Filing Details

Accession Number:: 0000899243-15-001237
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-07-15 15:28:14
Reporting Period:: 2015-07-14

Filing Date:: 2015-07-15
Accepted Time:: 2015-07-15 15:28:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1036188	Qad Inc	QADA, QADB	Services-Prepackaged Software (7372)	770105228

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1387846	Palogic Value Fund, Lp	5310 Harvest Hill Road, Suite 110 Dallas TX 75230	No	No	Yes	No
1494018	Palogic Capital Management, Llc	5310 Harvest Hill Road, Suite 110 Dallas TX 75230	No	No	Yes	No
1532943	Palogic Value Management, L.p.	5310 Harvest Hill Road, Suite 110 Dallas TX 75230	No	No	Yes	No
1574629	L. Ryan Vardeman	5310 Harvest Hill Road, Suite 110 Dallas TX 75230	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2015-07-14	223,629	$0.00	290,889	No	4	P	Indirect	See Footnotes
Class B Common Stock	Disposition	2015-07-14	260,463	$0.00	75,000	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Footnotes

The transactions reported in this statement are with respect to different classes of securities and, therefore, are not matchable transactions for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"). See Gibbons v. Malone, 801 F. Supp. 2d 243 (S.D.N.Y. 2011), aff'd, 703 F.3d 595 (2d Cir. 2013).
Pursuant to a share exchange agreement, dated July 14, 2015 (the "Exchange Agreement"), by and between Pamela M. and Karl F. Lopker, as Trustees of the Lopker Living Trust dated November 18, 2013 (the "Lopker Trust"), and Palogic Value Fund, L.P. ("Palogic Value Fund"), Palogic Value Fund agreed to transfer 260,463 shares of Class B Common Stock of QAD Inc. (the "Issuer"), par value $0.001 per share ("Class B Shares"), to the Lopker Trust, and the Lopker Trust agreed to transfer 223,629 shares of Class A Common Stock of the Issuer, par value $0.001 per share ("Class A Shares"), to Palogic Value Fund. The transfer of Class B Shares in exchange for Class A Shares occurred concurrently with the execution and delivery of the Exchange Agreement, which was an arms-length transaction for in-kind rather than cash consideration and, accordingly, does not have a per-share price.
This statement is jointly filed by and on behalf of each of Palogic Value Management, L.P. ("Palogic Value Management"), Palogic Value Fund, Palogic Capital Management, LLC ("Palogic Capital Management") and Ryan L. Vardeman. Palogic Value Fund is the record and direct beneficial owner of the securities covered by this statement. Palogic Value Management is the investment manager and general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value Fund. Palogic Capital Management is the general partner of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Value Management. Ryan Vardeman is the sole member of, and may be deemed to have indirect beneficial ownership of securities owned by, Palogic Capital Management.
Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act, or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.