4//SEC Filing
Faltas Mervat 4
Accession 0000899243-18-018083
CIK 0000006284other
Filed
Jun 25, 8:00 PM ET
Accepted
Jun 26, 2:03 PM ET
Size
18.8 KB
Accession
0000899243-18-018083
Insider Transaction Report
Form 4
ANALOGIC CORPALOG
Faltas Mervat
Sr VP & GM OMGOther
Transactions
- Exercise/Conversion
Common Stock
2018-06-22+5,460→ 14,989 total - Exercise/Conversion
Restricted Stock Units
2018-06-22−5,460→ 0 total→ Common Stock (5,460 underlying) - Disposition to Issuer
Common Stock
2018-06-22$84.00/sh−21,295$1,788,780→ 0 total - Exercise/Conversion
Restricted Stock Units
2018-06-22−6,306→ 0 total→ Common Stock (6,306 underlying) - Exercise/Conversion
Non-Qualified Stock Option (Right to Buy)
2018-06-22−1,375→ 0 totalExercise: $77.08→ Common Stock (1,375 underlying) - Exercise/Conversion
Common Stock
2018-06-22+6,306→ 21,295 total - Exercise/Conversion
Non-Qualified Stock Option (Right to Buy)
2018-06-22−3,741→ 0 totalExercise: $71.09→ Common Stock (3,741 underlying)
Footnotes (4)
- [F1]On June 22, 2018, pursuant to the Agreement and Plan of Merger, by and among the issuer, AC Merger Sub, Inc. ("Merger Sub") and ANLG Holding Company, Inc. ("Parent"), dated April 10, 2018 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Common Stock automatically converted into the right to receive $84.00 per share in cash (the "Merger Consideration").
- [F2]Effective as of immediately prior to the effective time of the Merger, each then-outstanding and unexercised stock option of the issuer with an exercise price less than $84.00 was automatically canceled and converted into the right to receive from the surviving corporation an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such stock option multiplied by (ii) the excess of the $84.00 over the exercise price per share of such stock option, on the terms set forth in the Merger Agreement.
- [F3]Represents unvested time-based restricted stock unit awards that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested time-based restricted share unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
- [F4]Represents unvested performance-based share unit awards that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based restricted share unit as of immediately prior to the Effective Time vested with respect to the number of shares of Common Stock that would have been earned in accordance with the methodology set forth in the applicable award agreement or previously established by the Compensation Committee of the issuer's Board of Directors and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
Documents
Issuer
ANALOGIC CORP
CIK 0000006284
Entity typeother
Related Parties
1- filerCIK 0001511726
Filing Metadata
- Form type
- 4
- Filed
- Jun 25, 8:00 PM ET
- Accepted
- Jun 26, 2:03 PM ET
- Size
- 18.8 KB