4//SEC Filing
COHEN BRETT I 4
Accession 0000899243-19-007321
CIK 0001608638other
Filed
Mar 11, 8:00 PM ET
Accepted
Mar 12, 5:55 PM ET
Size
22.4 KB
Accession
0000899243-19-007321
Insider Transaction Report
Form 4
COHEN BRETT I
Chief Operating Officer
Transactions
- Award
Performance-Based Restricted Stock Unit
2019-03-08+20,362→ 20,362 total→ Common Stock (20,362 underlying) - Disposition to Issuer
Stock Option
2019-03-08−16,459→ 0 totalExercise: $19.00Exp: 2027-12-09→ Common Stock (16,459 underlying) - Disposition to Issuer
Stock Option
2019-03-08−21,006→ 0 totalExercise: $13.65Exp: 2028-12-08→ Common Stock (21,006 underlying) - Disposition to Issuer
Common Stock
2019-03-08−53,998→ 0 total - Disposition to Issuer
Stock Option
2019-03-08−12,385→ 0 totalExercise: $25.10Exp: 2026-01-14→ Common Stock (12,385 underlying) - Disposition to Issuer
Stock Option
2019-03-08−17,414→ 0 totalExercise: $17.05Exp: 2026-12-10→ Common Stock (17,414 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
2019-03-08−20,362→ 0 total→ Common Stock (20,362 underlying)
Footnotes (6)
- [F1]Disposed of pursuant to the merger contemplated by the Agreement and Plan of Merger, dated as of December 18, 2018 (the "Merger Agreement"), by and among Civitas Solutions, Inc. (the "Company"), Celtic Tier II Corp. and Celtic Intermediate Corp. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") held by the Company's stockholders, including the reporting person, was converted into the right to receive $17.75 in cash (other than 10,152 shares of Common Stock that were cancelled and converted into limited partnership interests in Celtic Holdings CB, L.P.).
- [F2]Includes 4,460 restricted stock units ("RSU") that were scheduled to vest on December 6, 2019, 5,746 RSUs that were scheduled to vest on March 3, 2020, 8,005 RSUs that were scheduled to vest in two equal increments on December 8, 2019 and December 8, 2020 and 16,712 RSUs that were scheduled to vest in three equal increments on December 7, 2019, 2020 and 2021. At the Effective Time, each RSU, whether vested or unvested, was converted into the right to receive an amount in cash equal to (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such RSU.
- [F3](continued from footnote (2)) For each RSU (other than 16,712 RSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the RSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 16,712 RSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing.
- [F4]At the Effective Time, each option to purchase shares of Common Stock (an "Option"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $17.75 over the exercise price per share of such Option and (ii) the total number of shares of Common Stock subject to such Option. Any Option that had an exercise price per share that was equal to or greater than $17.75 was cancelled for no consideration. The consideration for Options (other than 21,006 Options granted in December 2018) was paid on the closing date. The consideration for 21,006 Options granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedules of the Options.
- [F5]At the Effective Time, each performance-based restricted stock unit ("PRSU"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such PRSU, with performance-based vesting conditions deemed achieved based on actual performance through the closing date (in the case of PRSUs other than 8,356 PRSUs granted in December 2018), and, in the case of 8,356 PRSUs granted in December 2018, with performance-based vesting conditions deemed achieved at target.
- [F6](continued from footnote (5)) For each PRSU (other than 8,356 PRSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the PRSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 8,356 PRSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing.
Documents
Issuer
Civitas Solutions, Inc.
CIK 0001608638
Entity typeother
Related Parties
1- filerCIK 0001659723
Filing Metadata
- Form type
- 4
- Filed
- Mar 11, 8:00 PM ET
- Accepted
- Mar 12, 5:55 PM ET
- Size
- 22.4 KB