4//SEC Filing
JOY GLOBAL INC 4
Accession 0000801898-17-000054
CIK 0000801898operating
Filed
Apr 6, 8:00 PM ET
Accepted
Apr 7, 6:15 PM ET
Size
11.6 KB
Accession
0000801898-17-000054
Insider Transaction Report
Form 4
Salditt Peter B
Other
Transactions
- Disposition to Issuer
Common Stock
2017-04-05−29,611→ 36,845 total - Award
Common Stock
2017-04-05+15,500→ 66,456 total - Disposition to Issuer
Common Stock
2017-04-05$28.30/sh−36,845$1,042,714→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2017-04-05$16.11/sh−16,500$265,815→ 0 totalExercise: $12.19From: 2016-12-15Exp: 2025-12-07→ Common Stock (16,500 underlying)
Footnotes (4)
- [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, at the effective time of the Merger, each of these restricted stock units was converted into a long-term incentive award that entitles the holder to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30, subject to the same vesting terms that applied to the restricted stock unit as of immediately prior to the effective time of the Merger.
- [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, 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 other 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, 6:15 PM ET
- Size
- 11.6 KB