NASHUA CORP 4
4 · NASHUA CORP · Filed Sep 17, 2009
Insider Transaction Report
Form 4
NASHUA CORPNSHA
NEWCASTLE PARTNERS L P
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-09-15$72939.30/sh−8,095$590,443,634→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2009-09-15−5,000→ 0 totalExercise: $5.85Exp: 2011-05-08→ Common Stock (5,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2009-09-15−2,700→ 0 totalExercise: $6.70Exp: 2012-05-01→ Common Stock (2,700 underlying) - Disposition to Issuer
Common Stock
2009-09-15$7237544.29/sh−803,239$5,813,477,837,955→ 0 total
Footnotes (4)
- [F1]Newcastle Capital Management, L.P. ("NCM") is the general partner of Newcastle Partners, L.P. ("NP"). Newcastle Capital Group, L.L.C. ("NCG") is the general partner of NCM and Mark E. Schwarz ("Schwarz") is the managing member of NCG. Accordingly, each of NCM, NCG and Mr. Schwarz may be deemed to beneficially own the shares directly owned by NP. Mr. Schwarz is also a director of the issuer. Includes 798,437 shares of common stock of the Issuer owned by NP and 4,802 shares of common stock of the Issuer owned by Mr. Schwarz. Disposed of pursuant to an Agreement and Plan of Merger between issuer, NM Acquisition Corp. and Cenveo, Inc. ("Cenveo") dated as of May 6, 2009 (the "Merger Agreement") in exchange for $602,430.88 in cash and 1,016,097 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger (as such term is defined in the Merger Agreement). Price shown in column 4 is the aggregate value of cash and stock received.
- [F2]Represents restricted stock units owned directly by Mr. Schwarz and granted under the 2008 Directors' Plan, which were fully vested at the Effective Time and were settled and disposed of pursuant to the Merger Agreement in exchange for $6,072.10 in cash and 10,240 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time. Price shown in column 4 is the aggregate value of cash and stock received.
- [F3]Pursuant to the Merger Agreement, this option, which is owned directly by Mr. Schwarz and is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 6,325 shares of Cenveo common stock for $4.04 per share.
- [F4]Pursuant to the Merger Agreement, this option, which is owned directly by Mr. Schwarz and is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 3,415 shares of Cenveo common stock for $4.71 per share.