4//SEC Filing
OUTERWALL INC 4
Accession 0000899243-16-030176
CIK 0000941604operating
Filed
Sep 26, 8:00 PM ET
Accepted
Sep 27, 6:10 PM ET
Size
13.9 KB
Accession
0000899243-16-030176
Insider Transaction Report
Form 4
OUTERWALL INCOUTR
Smith Galen C
Chief Financial Officer
Transactions
- Disposition from Tender
Common Stock
2016-09-23$52.00/sh−15,747$818,844→ 31,048 total - Disposition from Tender
Common Stock
2016-09-27$52.00/sh−54,698$2,844,296→ 0 total - Disposition from Tender
Stock Option (right to buy)
2016-09-27−1,843→ 0 totalExercise: $56.87Exp: 2022-02-16→ Common Stock (1,843 underlying) - Disposition from Tender
Stock Option (right to buy)
2016-09-27−4,110→ 0 totalExercise: $53.53Exp: 2023-02-15→ Common Stock (4,110 underlying) - Award
Common Stock
2016-09-27+23,650→ 54,698 total
Footnotes (5)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated July 24, 2016, by and among Outerwall Inc. ("Issuer"), Aspen Parent, Inc., Aspen Merger Sub, Inc., Redwood Merger Sub, Inc. and Redbox Automated Retail, LLC (the "Merger Agreement"), on August 5, 2016, Aspen Merger Sub, Inc. made an offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $52.00 per share, in cash, without interest (the "Merger Consideration"). The shares shown on this line were tendered in the Offer.
- [F2]Pursuant the Merger Agreement, each outstanding share of common stock of Issuer at the Effective Time (as defined in the Merger Agreement) was converted into the right to receive the Merger Consideration.
- [F3]These shares were granted pursuant to performance-based restricted stock awards deemed earned at target pursuant to the terms of the Merger Agreement.
- [F4]Pursuant to the Merger Agreement, each option to purchase shares of common stock of the Issuer, whether vested or unvested, was, as of the Effective Time, canceled and converted into the right to receive a payment equal to the product of (i) the number of shares of common stock subject to such option immediately before the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such option.
- [F5]This option is fully vested and exercisable.
Documents
Issuer
OUTERWALL INC
CIK 0000941604
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000941604
Filing Metadata
- Form type
- 4
- Filed
- Sep 26, 8:00 PM ET
- Accepted
- Sep 27, 6:10 PM ET
- Size
- 13.9 KB