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4//SEC Filing

Ripley-Boyd Holly 4

Accession 0000921895-11-001928

CIK 0001089638other

Filed

Oct 11, 8:00 PM ET

Accepted

Oct 12, 8:48 AM ET

Size

16.6 KB

Accession

0000921895-11-001928

Insider Transaction Report

Form 4
Period: 2011-10-11
Ripley-Boyd Holly
Pres., Ness Software Prd. Labs
Transactions
  • Disposition to Issuer

    Common Stock, $.01 par value per share

    2011-10-11$7.75/sh8,203$63,5730 total
  • Disposition to Issuer

    Restricted Stock Unit

    2011-10-1113,3330 total
    Common Stock, $.01 par value per share (13,333 underlying)
  • Disposition to Issuer

    Option (right to buy)

    2011-10-11$3.22/sh33,750$108,6750 total
    Exercise: $4.53Exp: 2015-12-08Common Stock, $.01 par value per share (33,750 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2011-10-115,6250 total
    Common Stock, $.01 par value per share (5,625 underlying)
  • Disposition to Issuer

    Option (right to buy)

    2011-10-1150,0000 total
    Exercise: $12.00Exp: 2012-12-02Common Stock, $.01 par value per share (50,000 underlying)
  • Disposition to Issuer

    Option (right to buy)

    2011-10-11$3.40/sh50,000$170,0000 total
    Exercise: $4.35Exp: 2017-06-28Common Stock, $.01 par value per share (50,000 underlying)
Footnotes (3)
  • [F1]Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 10, 2011, by and among Ness Technologies, Inc., Jersey Holding Corporation and Jersey Acquisition Corporation (the "Merger Agreement") in exchange for a cash payment of $7.75 per share upon the closing of the merger.
  • [F2]This option was cancelled pursuant to the terms of the Merger Agreement and converted into the right to receive an amount in cash equal to the total number of shares subject to such option, multiplied by the excess, if any, of $7.75 over the exercise price per share of such option, less any applicable withholding taxes.
  • [F3]Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock of Ness Technologies, Inc. The Restricted Stock Units became fully vested pursuant to the terms of the Merger Agreement and were disposed of pursuant to the terms of the Merger Agreement in exchange for a cash payment of $7.75 per share upon the closing of the merger.

Issuer

NESS TECHNOLOGIES INC

CIK 0001089638

Entity typeother

Related Parties

1
  • filerCIK 0001419510

Filing Metadata

Form type
4
Filed
Oct 11, 8:00 PM ET
Accepted
Oct 12, 8:48 AM ET
Size
16.6 KB