4//SEC Filing
Metaldyne Performance Group Inc. 4
Accession 0000899243-17-009887
CIK 0001616817operating
Filed
Apr 9, 8:00 PM ET
Accepted
Apr 10, 5:25 PM ET
Size
25.3 KB
Accession
0000899243-17-009887
Insider Transaction Report
Form 4
Blaufuss Mark
CFO and Treasurer
Transactions
- Disposition to Issuer
Stock Options
2017-04-06$3.04/sh−20,764$63,123→ 0 totalExercise: $18.90Exp: 2025-03-16→ Common Stock (20,764 underlying) - Disposition to Issuer
Common Stock
2017-04-06−91,974→ 0 total - Disposition to Issuer
Stock Options
2017-04-06$6.86/sh−43,178$296,201→ 0 totalExercise: $15.08Exp: 2026-04-04→ Common Stock (43,178 underlying) - Disposition to Issuer
Stock Options
2017-04-06$16.54/sh−237,095$3,921,551→ 0 totalExercise: $5.40Exp: 2023-02-19→ Common Stock (237,095 underlying) - Disposition to Issuer
Stock Options
2017-04-06$6.13/sh−55,556$340,558→ 0 totalExercise: $15.81From: 2017-04-06Exp: 2026-09-16→ Common Stock (55,556 underlying) - Disposition to Issuer
Stock Options
2017-04-06$1.94/sh−3,935$7,634→ 0 totalExercise: $20.00Exp: 2024-08-04→ Common Stock (3,935 underlying) - Disposition to Issuer
Common Stock, par value $0.001 per share ("Common Stock")
2017-04-06−85,834→ 0 total - Disposition to Issuer
Common Stock
2017-04-06−63,248→ 0 total - Disposition to Issuer
Stock Options
2017-04-06$1.94/sh−23,710$45,997→ 0 totalExercise: $20.00Exp: 2024-08-04→ Common Stock (23,710 underlying)
Footnotes (11)
- [F1]Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 3, 2016 (the "Merger Agreement"), by and among the Issuer, American Axle & Manufacturing Holdings, Inc. ("AAM") and Alpha SPV I, Inc., a wholly-owned subsidiary of AAM ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of AAM and each share of Common Stock was exchanged for $13.50 in cash (the "Cash Consideration") and 0.5 of a share of common stock of AAM (the "Share Consideration" and, together with the Cash Consideration, the "Merger Consideration"). The closing price of a share of Common Stock on April 5, 2017 (the last trading day prior to the effectiveness of the Merger) was $21.90, and the closing price of a share of AAM common stock on April 6, 2017 (the effective date of the Merger) was $17.00.
- [F10]Represents an exercisable stock option, which was to vest and become exercisable in three equal annual installments (beginning on August 4, 2015), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.
- [F11]Reflects disposition under the Merger Agreement, pursuant to which each outstanding stock option of the Issuer was canceled in exchange for an amount in cash equal to (x) the aggregate number of shares of Common Stock underlying such stock option immediately prior to the Merger, multiplied by (y) the value of the Merger Consideration (with the Share Consideration being valued at $8.44 per share (0.5 times the closing price of a share of AAM common stock on April 5, 2017 of $16.88 (the last trading day prior to the effectiveness of the Merger)) less the exercise price of such stock option.
- [F2]Includes 469 shares of Common Stock held by ASP MD Holdings Inc., as escrow agent, for the benefit of the Reporting Person.
- [F3]Reflects disposition under the Merger Agreement, pursuant to which each share of restricted stock of the Issuer was canceled in exchange for the Merger Consideration.
- [F4]Reflects disposition under the Merger Agreement, pursuant to which each restricted stock unit of the Issuer became fully vested immediately prior to the Merger and was canceled in exchange for the Merger Consideration.
- [F5]Represents stock options that were accelerated pursuant to the Merger Agreement and became vested and exercisable as of immediately prior to the Merger.
- [F6]Represents an exercisable stock option, which was to vest and become exercisable in three equal annual installments (beginning on April 4, 2017), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.
- [F7]Represents an exercisable stock option, which was to vest and become exercisable in three equal annual installments (beginning on March 16, 2016), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.
- [F8]Represents an exercisable stock option, which was to vest and become exercisable in five equal annual installments (beginning on February 19, 2014), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.
- [F9]Currently exercisable.
Documents
Issuer
Metaldyne Performance Group Inc.
CIK 0001616817
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001616817
Filing Metadata
- Form type
- 4
- Filed
- Apr 9, 8:00 PM ET
- Accepted
- Apr 10, 5:25 PM ET
- Size
- 25.3 KB