4//SEC Filing
RUSSO DAVID J 4
Accession 0000849547-19-000008
CIK 0000849547other
Filed
Jan 8, 7:00 PM ET
Accepted
Jan 9, 1:48 PM ET
Size
15.8 KB
Accession
0000849547-19-000008
Insider Transaction Report
Form 4
BLACK BOX CORPBBOX
RUSSO DAVID J
SVP, CFO & Treasurer
Transactions
- Disposition to Issuer
Common Stock, $.001 par value
2019-01-07$1.10/sh−33,590$36,949→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Purchase)
2019-01-07−270,240→ 0 totalExercise: $2.85→ Common Stock (270,240 underlying) - Award
Common Stock, $.001 par value
2019-01-07+33,590→ 33,590 total - Disposition from Tender
Common Stock, $.001 par value
2019-01-07$1.10/sh−7,614$8,375→ 22,141 total - Disposition to Issuer
Employee Stock Option (Right to Purchase)
2019-01-07−66,210→ 0 totalExercise: $8.10→ Common Stock (66,210 underlying) - Disposition to Issuer
Common Stock, $.001 par value
2019-01-07$1.10/sh−22,141$24,355→ 0 total
Footnotes (5)
- [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]Represents unvested restricted stock units granted pursuant to a Company stock plan (a "Company RSU Award").
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award that was outstanding or payable as of the Effective Time (whether vested or unvested) converted into the right of the holder to receive an amount in cash equal to the product of (i) the total number of shares of Company common stock underlying such Company RSU Award, and (ii) the Offer Price, less any required withholding taxes.
- [F4]Settlement of non-derivative performance awards for cash as follows: Pursuant to the Merger Agreement, at the Effective Time, each performance share award granted under a Company stock plan that is subject to performance-based vesting (each a "Company Performance Share Award") that was outstanding or payable as of the Effective Time (whether vested or unvested) converted into the right of the holder to receive an amount of cash equal to the product of (i) the target number of performance shares granted by such Company Performance Share Award (as designated in the applicable Performance Share Award Agreement between the Company and the holder thereof) and (ii) the Offer Price, less any required withholding taxes.
- [F5]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.
Documents
Issuer
BLACK BOX CORP
CIK 0000849547
Entity typeother
Related Parties
1- filerCIK 0001215501
Filing Metadata
- Form type
- 4
- Filed
- Jan 8, 7:00 PM ET
- Accepted
- Jan 9, 1:48 PM ET
- Size
- 15.8 KB