4//SEC Filing
FURMANITE CORP 4
Accession 0000054441-16-000162
CIK 0000054441operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 11:19 AM ET
Size
21.0 KB
Accession
0000054441-16-000162
Insider Transaction Report
Form 4
FRY WILLIAM
Secretary
Transactions
- Tax Payment
Common stock
2016-02-29$5.58/sh−11,076$61,804→ 54,437 total - Disposition to Issuer
Options to buy common stock
2016-02-29−5,993→ 0 totalExercise: $10.85From: 2015-05-13Exp: 2024-05-13→ Common stock (5,993 underlying) - Exercise/Conversion
Common stock
2016-02-29+38,222→ 65,513 total - Disposition to Issuer
Common stock
2016-02-29−54,437→ 0 total - Award
Restricted stock units
2016-02-29+30,560→ 38,222 totalExercise: $0.00From: 2016-02-29Exp: 2016-02-29→ Common stock (30,560 underlying) - Disposition to Issuer
Options to buy common stock
2016-02-29−6,679→ 0 totalExercise: $6.89From: 2014-05-09Exp: 2023-05-09→ Common stock (6,679 underlying) - Disposition to Issuer
Options to buy common stock
2016-02-29−20,000→ 0 totalExercise: $4.93From: 2013-10-18Exp: 2022-10-18→ Common stock (20,000 underlying) - Exercise/Conversion
Restricted stock units
2016-02-29−38,222→ 0 totalExercise: $0.00From: 2016-02-29Exp: 2016-02-29→ Common stock (38,222 underlying)
Footnotes (8)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated November 1, 2015, by and among Furmanite Corporation, Team, Inc. and TFA, Inc. (the "Merger Agreement"), upon consummation of the merger as contemplated by the Merger Agreement, each share of Furmanite Corporation common stock was converted into the right to receive 0.215 shares of Team, Inc. common stock, with cash paid for any fractional shares. Additionally, at such time, all restricted shares became vested in full and free of restrictions.
- [F2]Conversion price is 1-for-1.
- [F3]The restricted stock units vested in full upon consummation of the merger with Team, Inc. pursuant to the provisions of a change-in-control agreement between the Reporting Person and Furmanite Corporation.
- [F4]Performance-based stock units not previously reported on Form 4, that, upon the consummation of the merger with Team, Inc., became fully vested and the performance conditions were deemed to have been met at the maximum level.
- [F5]Original vesting schedule was 1/4 annually beginning October 18, 2013. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
- [F6]Original vesting schedule was 1/3 annually beginning May 9, 2014. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
- [F7]Original vesting schedule was 1/4 annually beginning May 13, 2015. However, all options became fully vested and exercisable upon the consummation of the merger with Team, Inc. on February 29, 2016.
- [F8]Upon consummation of the merger as contemplated by the Merger Agreement, each option to buy shares of Furmanite Corporation common stock was converted into 0.215 options to buy shares of Team, Inc. common stock, rounded down to the nearest whole option. The exercise price was converted by dividing the stated exercise price of the Furmanite Corporation option by 0.215, rounded up to the nearest whole cent.
Documents
Issuer
FURMANITE CORP
CIK 0000054441
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000054441
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 11:19 AM ET
- Size
- 21.0 KB