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4//SEC Filing

Helle Nils Arvid 4

Accession 0000032198-11-000070

CIK 0000032198other

Filed

Aug 21, 8:00 PM ET

Accepted

Aug 22, 7:05 PM ET

Size

16.9 KB

Accession

0000032198-11-000070

Insider Transaction Report

Form 4
Period: 2011-08-22
Helle Nils Arvid
Chief of Staff
Transactions
  • Disposition from Tender

    Option (right to buy)

    2011-08-2217,5000 total
    Exercise: $19.73Exp: 2017-02-16Common Stock (17,500 underlying)
  • Disposition from Tender

    Common Stock

    2011-08-22$33.00/sh1,225$40,4250 total
  • Disposition from Tender

    Restricted stock units

    2011-08-22$33.00/sh625$20,6250 total
    Common Stock (625 underlying)
  • Disposition from Tender

    Option (right to buy)

    2011-08-227500 total
    Exercise: $19.90Exp: 2013-02-27Common Stock (750 underlying)
  • Disposition from Tender

    Option (right to buy)

    2011-08-221750 total
    Exercise: $18.05Exp: 2012-02-17Common Stock (175 underlying)
  • Disposition from Tender

    Option (right to buy)

    2011-08-2215,0000 total
    Exercise: $13.95Exp: 2016-03-01Common Stock (15,000 underlying)
Footnotes (3)
  • [F1]On August 22, 2011, Egret Acquisition Corp., a wholly owned subsidiary of Honeywell International Inc., purchased in a tender offer all the issued and outstanding shares of issuer's common stock, including the associated common stock purchase rights (such as restricted stock awards and vested employee stock options) at a purchase price of $33.00 per share ("Offer Price") and merged into the issuer pursuant to a merger agreement, as the transaction is more fully described in the Schedule 14D-9 filed with the SEC by the issuer on June 27, 2011 and subsequently amended.
  • [F2]Each unit of restricted stock was equivalent to one share of issuer common stock and was converted into the Offer Price consideration.
  • [F3]Under the terms of the merger agreement with Egret Acquisition Corp., each outstanding option became vested and exercisable from the offer date until the acceptance of shares in the tender offer. Upon the consummation of the merger, (i) each unexercised stock option with an exercise price that was less than the Offer Price terminated and converted into the right to receive the difference between the Offer Price and the exercise price of such option and (ii) each unexercised stock option with an exercise price that was greater than or equal to the Offer Price terminated without the payment of any consideration.

Issuer

EMS TECHNOLOGIES INC

CIK 0000032198

Entity typeother

Related Parties

1
  • filerCIK 0001506189

Filing Metadata

Form type
4
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 7:05 PM ET
Size
16.9 KB