MODIC MICHAEL T 4
4 · ANALOGIC CORP · Filed Jun 26, 2018
Insider Transaction Report
Form 4
ANALOGIC CORPALOG
MODIC MICHAEL T
Director
Transactions
- Disposition to Issuer
Common Stock
2018-06-22$84.00/sh−15,868$1,332,912→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2018-06-22−5,000→ 0 totalExercise: $78.87→ Common Stock (5,000 underlying) - Exercise/Conversion
Deferred Stock Units
2018-06-22−15,868→ 0 total→ Common Stock (15,868 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2018-06-22−5,000→ 0 totalExercise: $42.84→ Common Stock (5,000 underlying) - Exercise/Conversion
Common Stock
2018-06-22+15,868→ 15,868 total
Footnotes (3)
- [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. Effective as of immediately prior to the effective time of the Merger, the reporting person's service as a director of the issuer terminated, and, in connection therewith, his Deferred Stock Units were converted into an equivalent number of shares of Common Stock. 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.
- [F2]The reporting person elected, as permitted by the issuer's Non-Employee Director Stock Plan, to receive an equivalent number of share of the Company's common stock on account of the reporting person's deferred stock units upon termination of his or her service as a member of the Board of Directors of the issuer.
- [F3]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.