Crouch Richard L 4
4 · BLACK BOX CORP · Filed Jan 9, 2019
Insider Transaction Report
Form 4
BLACK BOX CORPBBOX
Crouch Richard L
Director
Transactions
- Disposition from Tender
Common Stock, $.001 par value
2019-01-07$1.10/sh−1,700$1,870→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Purchase)
2019-01-07−30,000→ 0 totalExercise: $2.85→ Common Stock (30,000 underlying) - Disposition from Tender
Common Stock, $.001 par value
2019-01-07$1.10/sh−48,150$52,965→ 0 total(indirect: By Spouse)
Footnotes (2)
- [F1]On November 11, 2018, Black Box Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with AGC Networks Pte Ltd. ("Top Parent"), BBX Main Inc., a wholly owned subsidiary of Top Parent ("Parent"), BBX Inc., a wholly owned subsidiary of Parent ("BBX Intermediate"), and Host Merger Sub Inc., a wholly owned subsidiary of BBX Intermediate ("Merger Sub"). Pursuant to the terms of the Merger Agreement, and the tender offer commenced in connection therewith, each share of Company common stock held by the Reporting Person was tendered for $1.10 per share, net to the holder thereof, in cash, without interest thereon (the "Offer Price"). Pursuant to the Merger Agreement, on January 7, 2019 (the "Effective Time"), Merger Sub was merged with and into the Company, with the Company being the surviving corporation and becoming a wholly owned subsidiary of BBX Intermediate.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each out-of-the-money Company option that was outstanding and unexercised (whether vested or unvested) was cancelled and terminated for no consideration. This option was out-of-the-money at the Effective Time.