CATALINA MARKETING CORP/DE 4

Accession 0000883977-07-000051

CIK 0000883977operating

View on SEC.gov Company Profile

Filed

Oct 2, 8:00 PM ET

Accepted

Oct 3, 4:51 PM ET

Size

54.6 KB

Accession

0000883977-07-000051

Insider Transaction Report

Form 4

Period: 2007-10-01

CATALINA MARKETING CORP/DEPOS

Williams Eric

SVP, Chief Information Officer

Transactions

Other
Stock Appreciation Right
2007-10-01−16,640→ 0 total
Exercise: $22.85From: 2007-04-18Exp: 2016-04-18→ Common Stock (16,640 underlying)
Other
Common Stock
2007-10-01$32.50/sh−14,368$466,960→ 0 total(indirect: By Spouse)
Other
Stock Option
2007-10-01−26,069→ 11,431 total
Exercise: $20.20From: 2005-02-11Exp: 2014-07-26→ Common Stock (26,069 underlying)
Other
Common Stock
2007-10-01$32.50/sh−15,149$492,343→ 19,055.026 total
Other
Common Stock
2007-10-01$32.50/sh−19,055.026$619,288→ 0 total
Other
Common Stock
2007-10-01$24.10/sh+27,452$661,593→ 27,452 total
Other
Common Stock
2007-10-01$20.20/sh+26,069$526,594→ 26,069 total
Other
Common Stock
2007-10-01$26.31/sh+10,500$276,255→ 10,500 total
Other
Common Stock
2007-10-01$31.30/sh+9,730$304,549→ 26,370 total
Other
Stock Option
2007-10-01−10,500→ 0 total
Exercise: $26.31From: 2003-07-25Exp: 2012-07-25→ Common Stock (10,500 underlying)
Other
Common Stock
2007-10-01$28.83/sh+9,255$266,852→ 9,255 total
Other
Common Stock
2007-10-01$22.85/sh+16,640$380,224→ 16,640 total
Other
Stock Option
2007-10-01−9,255→ 0 total
Exercise: $28.83From: 2000-04-16Exp: 2009-04-16→ Common Stock (9,255 underlying)
Other
Common Stock
2007-10-01$32.50/sh+12,746.522$414,262→ 12,746.522 total
Other
Stock Option
2007-10-01−27,452→ 22,548 total
Exercise: $0.00From: 2006-08-08Exp: 2015-08-08→ Common Stock (27,452 underlying)
Other
Common Stock
2007-10-01$27.70/sh+50,000$1,385,000→ 50,000 total
Other
Stock Option
2007-10-01−50,000→ 0 total
Exercise: $27.70From: 2005-11-18Exp: 2014-11-18→ Common Stock (50,000 underlying)
Other
Phantom Stock Unit
2007-10-01$32.50/sh−12,746.522$414,262→ 0 total
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (12,746.522 underlying)
Other
Stock Appreciation Right
2007-10-01−9,730→ 0 total
Exercise: $31.30From: 2008-02-28Exp: 2017-02-28→ Common Stock (9,730 underlying)

Footnotes (7)

[F1]As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each share of Catalina common stock issued and outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive $32.50 in cash, without interest and less any required withholding taxes.
[F2]Prior to 10/1/07, such Performance Based Restricted Stock would become fully vested 3 years from the grant date if the Company met certain thresholds for a specified cumulative performance metric or such Service Based Restricted Stock would become fully vested 4 years from the grant date subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the restricted stock became fully vested and was converted into the right to receive $32.50 per share, without interest and less any required withholding taxes.
[F3]As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each holder of a Catalina phantom stock unit that was held in the Catalina Marketing Corporation Deferred Compensation Plan received a number of unrestricted shares of Catalina common stock equal to the number of shares of Catalina common stock underlying such Catalina phantom stock unit and each such share was automatically converted into the right to receive the per share merger consideration ($32.50), without interest. The cash amount due to the individual will be deposited into the individual's deferred compensation plan book account and will be payable to the individual only in accordance with the terms of the deferred compensation plan.
[F4]Prior to 10/1/07, such Stock Appreciation Rights would become fully vested 4 years from the grant date, vesting annualy at a rate of 25% per year beginning on the one year anniversary of the grant date, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Appreciatioin Rights became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Appreciation Right multiplied by the amount which $32.50 exceeded the exercise price of each Stock Appreciation Right, without interest and less any required withholding taxes.
[F5]As a result of the merger of Checkout Acquisition Corp. with an into the issuer, the option thereafter was converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes.
[F6]Prior to 10/1/07, the options vested annualy at a rate of 25% per year beginning on February 11, 2005, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Options became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes.
[F7]Prior to 10/1/07, such Stock Options would become fully vested 4 years from the grant date, vesting annualy at a rate of 25% per year beginning on the one year anniversary of the grant date, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Options became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes.

Documents

1 file

4
c0001291669d20071003f4f.xmlPrimary
PRIMARY DOCUMENT

Issuer

CATALINA MARKETING CORP/DE

CIK 0000883977

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0000883977

Filing Metadata

Form type: 4
Filed: Oct 2, 8:00 PM ET
Accepted: Oct 3, 4:51 PM ET
Size: 54.6 KB

View on SEC.gov