OVERLAND STORAGE INC 4
4 · OVERLAND STORAGE INC · Filed Dec 3, 2014
Insider Transaction Report
Form 4
Kelly Eric
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2014-12-01−790,086→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-12-01−1,200→ 0 totalExercise: $3.75Exp: 2014-12-09→ Common Stock (1,200 underlying) - Sale
Common Stock
2014-11-28$3.75/sh−10,000$37,500→ 790,086 total - Disposition to Issuer
Incentive Stock Option (right to buy)
2014-12-01−59,999→ 0 totalExercise: $3.90Exp: 2015-01-27→ Common Stock (59,999 underlying)
Footnotes (3)
- [F1]This transaction reflects the disposition of shares of the issuer's common stock pursuant to the Agreement and Plan of Merger, dated as of May 15, 2014, by and among the issuer, Sphere 3D Corporation ("Acquirer") and S3D Acquisition Company (the "Merger Agreement") in exchange for 0.46385 shares of Acquirer for each one share of issuer (the "Exchange Ratio"). The Market Value of Acquirer's stock on December 1, 2014 was $7.71.
- [F2]This number of shares includes 541,666 restricted stock units, each of which represents the right to receive one share of the issuer's common stock. Pursuant to the Merger Agreement, these restricted stock units will be assumed by the Acquirer and converted into the right to receive shares of Acquirer common stock as adjusted by the Exchange Ratio. The current vesting and other terms of the award continue in effect.
- [F3]This option, which is fully vested and exercisable, was assumed by the Acquirer and will be replaced with an option to purchase shares of Acquirer common stock. Both the number of shares under the option and the exercise price will be adjusted by the Exchange Ratio. The current vesting and other terms of the award continue in effect.