4//SEC Filing
Bialek Gerald C 4
Accession 0000899243-21-022699
CIK 0000024491other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 9:09 PM ET
Size
11.6 KB
Accession
0000899243-21-022699
Insider Transaction Report
Form 4
Bialek Gerald C
VP, CFO & Treasurer
Transactions
- Disposition to Issuer
Common Stock
2021-06-07−2,101→ 0 total - Disposition to Issuer
Common Stock
2021-06-07−7,968→ 0 total - Disposition to Issuer
Common Stock
2021-06-07−3,921→ 7,968 total - Award
Common Stock
2021-06-07+2,101→ 2,101 total
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2021, The Goodyear Tire & Rubber Company ("Goodyear") acquired Cooper Tire & Rubber Company ("Cooper Tire") in a merger transaction (the "Merger") which became effective on June 7, 2021. At the effective time of the Merger (the "Effective Time"), each share of Cooper Tire's common stock, par value of $1.00 per share converted into the right to receive (A) $41.75 in cash, without interest, and (B) 0.907 of a share of Goodyear common stock, no par value ("Merger Consideration"). On June 7, 2021, the closing price for Goodyear common stock was $19.39.
- [F2]Includes dividend equivalents earned since last report.
- [F3]Reflects restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock.
- [F4]Pursuant to the Merger Agreement, each outstanding RSU converted at the Effective Time into a right to receive the Merger Consideration.
- [F5]Reflects performance stock units ("PSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock.
- [F6]Pursuant to the Merger Agreement, outstanding PSUs converted at the Effective Time into a right to receive Merger Consideration as follows: (A) for PSUs notionally earned for measurement periods completed prior to the Effective Time but not yet settled, based on the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods; and (B) for PSUs for a measurement period that had begun but was not complete as of the Effective Time (and which PSUs had not been notionally earned prior to the Effective Time), based on the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the Effective Time as compared to the number of days in the entire measurement period.
Documents
Issuer
COOPER TIRE & RUBBER CO
CIK 0000024491
Entity typeother
Related Parties
1- filerCIK 0001820256
Filing Metadata
- Form type
- 4
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 9:09 PM ET
- Size
- 11.6 KB