4//SEC Filing
Barber Jeffrey T 4
Accession 0000950142-18-000952
CIK 0001284807other
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 9:50 AM ET
Size
10.4 KB
Accession
0000950142-18-000952
Insider Transaction Report
Form 4
Barber Jeffrey T
Director
Transactions
- Disposition to Issuer
Common Stock
2018-04-12$21.64/sh−28,552$617,865→ 0 total - Disposition to Issuer
Common Stock
2018-04-12$21.64/sh−4,110$88,940→ 0 total - Disposition to Issuer
Director Stock Option (Right to Buy)
2018-04-12−16,190→ 0 totalExercise: $12.35→ Common Stock (16,190 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of January 31, 2018 (the "Merger Agreement") by and among the Company, Pisces Midco, Inc., a Delaware corporation ("Parent") and Pisces Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on April 12, 2018, Merger Sub 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 $0.01 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $21.64 per share in cash without interest and less any applicable tax withholdings.
- [F2]Such Shares represent unvested restricted Shares of the Company (each a "Restricted Share").
- [F3]Pursuant to the Merger Agreement, each Restricted Share outstanding immediately prior to the consummation of the Merger will, automatically and without any required action on the part of the holder, vest and be canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash.
- [F4]Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether or not then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $21.64 over (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $21.64 was $0.
Documents
Issuer
PLY GEM HOLDINGS INC
CIK 0001284807
Entity typeother
Related Parties
1- filerCIK 0001501533
Filing Metadata
- Form type
- 4
- Filed
- Apr 11, 8:00 PM ET
- Accepted
- Apr 12, 9:50 AM ET
- Size
- 10.4 KB