4//SEC Filing
Eisenberg Wayne 4
Accession 0000950103-11-003678
CIK 0001326973other
Filed
Aug 31, 8:00 PM ET
Accepted
Sep 1, 8:10 PM ET
Size
24.7 KB
Accession
0000950103-11-003678
Insider Transaction Report
Form 4
Eisenberg Wayne
VP - Worldwide Sales
Transactions
- Disposition to Issuer
Stock Option
2011-08-26−50,000→ 0 totalExercise: $9.97Exp: 2016-09-25→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2011-08-26$9.25/sh−121,369$1,122,663→ 0 total - Disposition to Issuer
Restricted Stock Units
2011-08-26−34,500→ 0 totalExercise: $0.00→ Common Stock (34,500 underlying) - Disposition to Issuer
Stock Option
2011-08-26−58,776→ 0 totalExercise: $4.71Exp: 2015-09-14→ Common Stock (58,776 underlying) - Disposition to Issuer
Stock Option
2011-08-26−126,400→ 0 totalExercise: $0.17Exp: 2014-06-16→ Common Stock (126,400 underlying) - Disposition to Issuer
Stock Option
2011-08-26−60,000→ 0 totalExercise: $5.20Exp: 2019-09-28→ Common Stock (60,000 underlying) - Disposition to Issuer
Stock Option
2011-08-26−75,000→ 0 totalExercise: $7.50Exp: 2017-10-01→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option
2011-08-26−80,000→ 0 totalExercise: $2.84Exp: 2018-09-22→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option
2011-08-26−35,000→ 0 totalExercise: $6.26Exp: 2020-09-27→ Common Stock (35,000 underlying)
Footnotes (7)
- [F1]Also referred to as ordinary shares.
- [F2]Pursuant to the Agreement and Plan of Merger, dated as of April 26, 2011 (the "Merger Agreement"), by and among SMART Modular Technologies (WWH), Inc. (the "Company"), Saleen Holdings, Inc. ("Parent") and Saleen Acquisition, Inc., all ordinary shares (of which the reporting person held 56,369) were cancelled in exchange for the right to receive an amount per share in cash of $9.25. Pursuant to an agreement with Parent, the reporting person agreed to rollover a portion of his or her ordinary shares into Parent shares based on such value of $9.25 per share, as well as the after-tax proceeds from the disposition of certain other securities reported below.
- [F3]The shares reported in this Table I also include restricted stock units (RSUs) that were reported in Table I at the time of grant and were cancelled in exchange for the right to receive an amount per share in cash of $9.25 and performance-based RSUs that were reported in Table I at the time of grant (at the level of 100% of target, compared to a 150% ultimate level of achievement measured at closing), of which (A) a prorata portion was vested based on performance through the closing date and cancelled in exchange for the right to receive an amount per share in cash of $9.25 and (B) a portion was converted into unvested time-based RSUs of Parent.
- [F4]Represents performance-based RSUs (originally reported in Table II at the level of 150% of target) that were treated as follows: (i) to the extent performance was met prior to consummation of the merger, a prorata portion was vested and cancelled in exchange for the right to receive an amount per share in cash equal to $9.25; (ii) a portion was cancelled in exchange for no value; and (iii) a portion was converted into unvested time-based RSUs of Parent.
- [F5]Pursuant to the Merger Agreement, each unvested stock option was assumed by Parent based on the option exchange ratio set forth in the Merger Agreement. Each vested stock option was either (i) cancelled in exchange for the right to receive an amount per share in cash equal to the excess, if any, of $9.25 over the per share exercise price of such option, or (ii) assumed by Parent based on the option exchange ratio set forth in the Merger Agreement.
- [F6]Fully vested.
- [F7]Partially vested, with the option vesting on a monthly basis through four years following the original grant date (which was approximately ten years prior to the original expiration date).
Documents
Issuer
SMART Modular Technologies (WWH), Inc.
CIK 0001326973
Entity typeother
Related Parties
1- filerCIK 0001344022
Filing Metadata
- Form type
- 4
- Filed
- Aug 31, 8:00 PM ET
- Accepted
- Sep 1, 8:10 PM ET
- Size
- 24.7 KB