4//SEC Filing
PATTIZ NORM 4
Accession 0000891836-04-000341
CIK 0000771950other
Filed
Sep 28, 8:00 PM ET
Accepted
Sep 29, 5:23 PM ET
Size
10.8 KB
Accession
0000891836-04-000341
Insider Transaction Report
Form 4
PATTIZ NORM
DirectorChairman of the Board
Transactions
- Conversion
Common Stock
2004-09-27+411,670→ 450,000 total - Other
Contract to Sell
2004-09-27+450,000→ 450,000 total→ Common Stock (450,000 underlying) - Conversion
Class B Stock
2004-09-27−411,670→ 291,710 total→ Common Stock (411,670 underlying)
Footnotes (4)
- [F1]The shares of Common Stock were received upon the conversion of Class B Stock, which are convertible into Common Stock on a 1-for-1 basis.
- [F2]On September 27, 2004, Mr. Pattiz entered into a variable share pre-paid forward contract with Merrill Lynch, Pierce, Fenner & Smith Incorporated relating to 450,000 shares (the "Number of Shares") of Common Stock. Under the contract, in exchange for a cash payment of $7,182,000, Mr. Pattiz agreed to deliver a number of shares of Common Stock in September 2009 (or on an earlier date if the contract is terminated early) pursuant to the following formula: (i) if the price of Common Stock in September 2009 (the "Final Price") is less than $19.53 (the "Floor Price"), the Number of Shares; (ii) if the Final Price is less than or equal to $27.34 (the "Cap Price"), but greater than or equal to the Floor Price, then a number of shares equal to the Number of Shares times the Floor Price divided by the Final Price; [continued in footnote 3]
- [F3]and (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to the Number of Shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price. Alternatively, Mr. Pattiz has the option to cash settle the contract, with the cash settlement amount being equal to the number of shares to be delivered times the Final Price.
- [F4]The Class B Stock is convertible into Common Stock on a 1-for-1 basis at any time.
Documents
Issuer
WESTWOOD ONE INC /DE/
CIK 0000771950
Entity typeother
Related Parties
1- filerCIK 0001236071
Filing Metadata
- Form type
- 4
- Filed
- Sep 28, 8:00 PM ET
- Accepted
- Sep 29, 5:23 PM ET
- Size
- 10.8 KB