4//SEC Filing
JOY GLOBAL INC 4
Accession 0000801898-17-000049
CIK 0000801898operating
Filed
Apr 6, 8:00 PM ET
Accepted
Apr 7, 6:08 PM ET
Size
13.8 KB
Accession
0000801898-17-000049
Insider Transaction Report
Form 4
Doheny Edward L II
Executive Vice President
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2017-04-05−0→ 0 total→ Common Stock (0 underlying) - Award
Common Stock
2017-04-05+123,600→ 527,179 total - Other
Common Stock
2017-04-05−114,707→ 412,472 total - Disposition to Issuer
Common Stock
2017-04-05$28.30/sh−412,472$11,672,958→ 0 total - Disposition to Issuer
Deferred Stock Units
2017-04-05$28.30/sh−14,859$420,510→ 0 total→ Common Stock (14,859 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of July 21, 2016 (the Merger Agreement), by and among Joy Global, Inc. (the Company), Komatsu America Corp. (KAC), Pine Solutions, Inc., a wholly owned subsidiary of KAC (Merger Sub) and, solely for the purposes specified therein, Komatsu Ltd., at the effective time of the transactions contemplated by the Merger Agreement (the Merger), the number of shares covered by this performance share award was fixed at the target number of performance shares thereunder.
- [F2]Pursuant to the Merger Agreement and the terms of these restricted stock units, upon termination of the reporting person's employment immediately following the effective time of the Merger, these restricted stock units were forfeited as a result of the reporting person's failure to satisfy the service conditions.
- [F3]Pursuant to the Merger Agreement, at the effective time of the Merger, each of these shares of Company stock (including shares reported in Table I that were covered by outstanding equity awards) was converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30.
- [F4]Pursuant to the Merger Agreement and the terms of these deferred stock units, at the effective time of the Merger, each of these deferred stock units was cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30.
- [F5]Pursuant to the Merger Agreement, at the effective time of the Merger, each vested and unvested stock option was cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company stock subject to such option and (ii) the excess, if any, of the per share merger consideration of $28.30 over the exercise price per share of the Company stock subject to such option. All options held by the reporting person were cancelled in the Merger as the exercise price of each such option was greater than the per share merger consideration of $28.30.
Documents
Issuer
JOY GLOBAL INC
CIK 0000801898
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000801898
Filing Metadata
- Form type
- 4
- Filed
- Apr 6, 8:00 PM ET
- Accepted
- Apr 7, 6:08 PM ET
- Size
- 13.8 KB