4//SEC Filing
Brooks Christopher S. 4
Accession 0000899243-19-025532
CIK 0001385292other
Filed
Oct 10, 8:00 PM ET
Accepted
Oct 11, 12:25 PM ET
Size
12.7 KB
Accession
0000899243-19-025532
Insider Transaction Report
Form 4
Brooks Christopher S.
SVP, Interim CFO, Treasurer
Transactions
- Disposition to Issuer
Common Stock
2019-10-11−17,839→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-11−2,625→ 0 total→ Common Stock (2,625 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-11−1,000→ 0 total→ Common Stock (1,000 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2019, by and among the Issuer, Marvel Parent, LLC (the "Parent"), and Marvel Merger Sub, Inc., a direct wholly owned subsidiary of the Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of October 11, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Issuer was cancelled and converted into the right to receive $19.85 in cash without interest and subject to applicable withholding taxes.
- [F2]Pursuant to the Merger Agreement, unless otherwise mutually agreed by the parties to the Merger Agreement or Parent and the applicable option holder, at the Effective Time: (1) each option to purchase shares of company common stock (each, a "Company Option") that is unexpired, unexercised, and outstanding and vested as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the per share price over (B) the per-share exercise price for such Company Option, multiplied by (ii) the total number of shares of company common stock underlying such Company Option, without interest and (2) each Company Option that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time and did not by its terms vest as of the Effective Time was assumed and substituted without any action on the part of the holder (the "Substituted Options"),
- [F3](continued from footnote 2) and subject to compliance with Section 409A of the Internal Revenue Code of 1986, the Substituted Options will remain subject to the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time (including, without limitation, all vesting, exercise and forfeiture terms and accelerated vesting on specific terminations of employment, to the extent applicable, and any new terms required to become effective as a result of such assumption and/or substitution under the Company Option award agreement and/or company equity plan), except that upon vesting of any Substituted Options, the holder will be entitled to the amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the per share price over (y) the per-share exercise price for such Company Option, multiplied by (B) the total number of company shares underlying such
- [F4](continued from footnote 3) Company Option that would have become vested pursuant to its terms, without interest. If the per-share exercise price of any Company Option is equal to or greater than the per share price, such Company Option will be cancelled without any cash payment or other consideration.
Documents
Issuer
Monotype Imaging Holdings Inc.
CIK 0001385292
Entity typeother
Related Parties
1- filerCIK 0001782016
Filing Metadata
- Form type
- 4
- Filed
- Oct 10, 8:00 PM ET
- Accepted
- Oct 11, 12:25 PM ET
- Size
- 12.7 KB