4//SEC Filing
Inteliquent, Inc. 4
Accession 0000899243-17-004023
CIK 0001292653operating
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 5:52 PM ET
Size
12.1 KB
Accession
0000899243-17-004023
Insider Transaction Report
Form 4
OWCZARZAK MICHELLE RAE
SVP, Sales
Transactions
- Disposition to Issuer
Common Stock, par value $0.001 per share
2017-02-10$23.00/sh−32,160$739,680→ 0 total - Disposition to Issuer
Employee Stock Option (right to purchase)
2017-02-10$6.22/sh−6,612$41,127→ 0 totalExercise: $16.78Exp: 2026-02-22→ Common Stock (6,612 underlying) - Disposition to Issuer
Performance Stock Units
2017-02-10−4,321→ 0 totalExp: 2019-03-15→ Common Stock (2,535 underlying)
Footnotes (5)
- [F1]On November 2, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Onvoy, LLC ("Onvoy") and Onvoy Igloo Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Onvoy. The Merger became effective on February 10, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 ("Common Stock"), issued and outstanding prior to the Effective Time was automatically cancelled and converted into the right to receive a cash payment equal to $23.00, without interest, less any applicable tax withholding.
- [F2]This amount includes 24,660 shares of restricted stock that became fully vested at the Effective Time pursuant to the Merger Agreement.
- [F3]Pursuant to the terms of the Merger Agreement, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was automatically converted into the right to receive a cash payment equal to the product of (A) the total number of shares of Common Stock issuable upon exercise of such option and (B) the excess, if any, of $23.00 over the exercise price per share of such option, less any applicable tax withholding.
- [F4]Represents previously unvested performance stock units ("PSUs"). Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 150% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon total shareholder return ("TSR") of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index.
- [F5](Continued from footnote 4) Such shares were prorated for the number of days from January 1, 2016 through and including the closing date of the Merger compared to the total number of days in the measuring period. The number in clause (A) also includes 132 shares of common stock, representing dividends paid during the measuring period.
Documents
Issuer
Inteliquent, Inc.
CIK 0001292653
Entity typeoperating
Related Parties
1- filerCIK 0001292653
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 5:52 PM ET
- Size
- 12.1 KB