4//SEC Filing
Lamm Jacob 4
Accession 0000899243-18-028253
CIK 0000356028other
Filed
Nov 4, 7:00 PM ET
Accepted
Nov 5, 8:20 PM ET
Size
24.4 KB
Accession
0000899243-18-028253
Insider Transaction Report
Form 4
CA, INC.CA
Lamm Jacob
EVP, Strategy & Corporate Dev
Transactions
- Disposition to Issuer
Common Stock, $.10 par value
2018-11-05−4,581→ 0 total - Disposition to Issuer
Common Stock, $.10 par value
2018-11-05−1,216,051→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2018-11-05−39,961→ 0 totalExercise: $31.53Exp: 2026-05-15→ Common Stock, $.10 par value (39,961 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2018-11-05−45,818→ 0 totalExercise: $31.69Exp: 2027-05-15→ Common Stock, $.10 par value (45,818 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2018-11-05−12,679→ 0 totalExercise: $30.45Exp: 2025-05-29→ Common Stock, $.10 par value (12,679 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2018-11-05−38,662→ 0 totalExercise: $35.28Exp: 2028-05-15→ Common Stock, $.10 par value (38,662 underlying) - Disposition to Issuer
Common Stock, $.10 par value
2018-11-05−45,682→ 0 total - Disposition to Issuer
Common Stock, $.10 par value
2018-11-05−1,883→ 0 total - Disposition to Issuer
Common Stock, $.10 par value
2018-11-05−6,235→ 0 total
Footnotes (9)
- [F1]Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Broadcom Inc. ("Broadcom") and Collie Acquisition Corp., dated as of July 11, 2018 (the "Merger Agreement"), in exchange for a cash payment of $44.50 per share without interest thereon (the "Merger Consideration").
- [F2]This restricted stock award ("RSA"), originally for 5,708 shares, of which 3,825 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. Pursuant to a letter agreement between the Issuer, Broadcom and the Reporting Person (the "Letter Agreement"), immediately prior to the effective time of the transactions contemplated by the Merger Agreement (the "Merger"), all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- [F3]This RSA, originally for 6,942 shares, of which 2,361 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. Pursuant to the Letter Agreement, immediately prior to the effective time of Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- [F4]This RSA provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- [F5]The shares are held in the CA Savings Harvest Plan, a 401(k) Plan.
- [F6]These fully vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
- [F7]This option provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. 26,774 vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings
- [F8]This option provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. 15,579 vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings.
- [F9]This option provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings.
Documents
Issuer
CA, INC.
CIK 0000356028
Entity typeother
Related Parties
1- filerCIK 0001405285
Filing Metadata
- Form type
- 4
- Filed
- Nov 4, 7:00 PM ET
- Accepted
- Nov 5, 8:20 PM ET
- Size
- 24.4 KB