4//SEC Filing
Palmer Leigh 4
Accession 0000950142-18-000772
CIK 0001646383other
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 9:41 PM ET
Size
24.9 KB
Accession
0000950142-18-000772
Insider Transaction Report
Form 4
CSRA Inc.CSRA
Palmer Leigh
EVP and GM, Intelligence
Transactions
- Disposition to Issuer
Common Stock
2018-04-03−267→ 0 total - Disposition to Issuer
Restricted Stock Units (PerformanceVested)
2018-04-03−1,184→ 0 total→ Common Stock (1,184 underlying) - Disposition to Issuer
Restricted Stock Units (PerformanceVested)
2018-04-03−7,716→ 0 total→ Common Stock (7,716 underlying) - Disposition to Issuer
Restricted Stock Units (PerformanceVested)
2018-04-03−13,104→ 0 total→ Common Stock (13,104 underlying) - Disposition to Issuer
Restricted Stock Units
2018-04-03−12,860→ 0 total→ Common Stock (12,860 underlying) - Disposition to Issuer
Restricted Stock Units
2018-04-03−8,736→ 0 total→ Common Stock (8,736 underlying) - Disposition to Issuer
Restricted Stock Units
2018-04-03−18,160→ 0 total→ Common Stock (18,160 underlying) - Disposition to Issuer
Stock Options (right to buy)
2018-04-03−4,921→ 0 totalExercise: $27.53Exp: 2025-12-15→ Common Stock (4,921 underlying) - Disposition to Issuer
Stock Options (right to buy)
2018-04-03−21,264→ 0 totalExercise: $24.77Exp: 2026-05-31→ Common Stock (21,264 underlying)
Footnotes (7)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of February 9, 2018 (as amended, the "Merger Agreement"), between CSRA Inc. ("Company"), General Dynamics Corporation ("Parent") and Red Hawk Enterprises Corp. ("Merger Sub"), on April 3, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $41.25 in cash, net of applicable withholding taxes and without interest ("Merger Consideration").
- [F2]Each performance-vesting restricted stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
- [F3]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
- [F4]Pursuant to the Merger Agreement, each PSU outstanding immediately prior to the effective time of the Merger became fully vested at the target level of vesting and was canceled and converted into the right to receive, for each Share subject to such then-vested PSU, the Merger Consideration.
- [F5]Pursuant to the Merger Agreement, each RSU granted prior to 2018, outstanding immediately prior to the effective time of the Merger, became fully vested and canceled and converted into the right to receive, for each Share subject to such RSU, the Merger Consideration.
- [F6]Pursuant to the Merger Agreement, each outstanding RSU granted in 2018, at the effective time of the Merger was converted into (i) restricted stock units that are subject to shares of the common stock of Parent (par value $0.001 per share) and (ii) a right to a cash payment of any dividend equivalents accumulated or retained by the Company prior to the effective time of the Merger. Each RSU granted in 2018 will be converted into restricted stock units of the Parent by multiplying the number of Shares subject to each such RSU by the fraction determined by dividing (A) $41.25 per share by (B) the average of the volume-weighted average price per share of the Parent's common stock trading on the New York Stock Exchange for each of the 20 consecutive business days ending on (and including) the date of the Merger.
- [F7]Pursuant to the Merger Agreement, each option outstanding immediately prior to the effective time of the Merger, whether vested or unvested, became fully vested, canceled and converted into the right to receive a lump-sum cash payment, without interest, in the amount of the Option Consideration, with respect to such option. "Option Consideration" means, with respect to an option an amount equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per Share subject to such option multiplied by (B) the number of Shares subject to such option.
Documents
Issuer
CSRA Inc.
CIK 0001646383
Entity typeother
Related Parties
1- filerCIK 0001659869
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 9:41 PM ET
- Size
- 24.9 KB