SOLERA HOLDINGS, INC 4
4 · SOLERA HOLDINGS, INC · Filed Mar 7, 2016
Insider Transaction Report
Form 4
Aquila Tony
DirectorPresident, CEO
Transactions
- Disposition to Issuer
Common Stock, par value $0.01
2016-03-03$55.85/sh−615,091$34,352,832→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-03-03−1,558,286→ 0 total→ Common Stock (1,558,286 underlying)
Footnotes (3)
- [F1]544,678 shares of the Company's common stock, par value $0.01 per share ("Shares"), were disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 13, 2015, by and among the Issuer, Summertime Holding Corp. ("Parent") and Summertime Acquisition Corp. in which, at the effective time of the Merger (as defined in the Merger Agreement), each Share (other than Excluded Shares (as defined in the Merger Agreement), including certain Shares contributed to Parent immediately prior to closing) was cancelled and converted into the right to receive the merger consideration of $55.85 per Share.
- [F2]70,413 restricted stock units were disposed pursuant to the Merger Agreement in which, at the effective time of the Merger, any vesting conditions applicable to a restricted stock unit was accelerated and such restricted stock unit was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares subject to such restricted stock unit multiplied by (ii) the merger consideration of $55.85 per Share, subject to certain procedures with respect to any units that constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended.
- [F3]1,555,286 options to purchase Shares were disposed pursuant to the Merger Agreement in which, at the effective time of the Merger, each outstanding option to purchase Shares, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of (x) the merger consideration of $55.85 per Share over (y) the exercise price per share of such option, and (ii) the number of Shares underlying such option. The options were issued at varying exercise prices, exercisable dates and expiration dates.