Poe Shawn K 4
4 · PLY GEM HOLDINGS INC · Filed Apr 12, 2018
Insider Transaction Report
Form 4
Poe Shawn K
VP and CFO10% Owner
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−10,000→ 0 totalExercise: $16.68→ Common Stock (10,000 underlying) - Disposition to Issuer
Performance Units
2018-04-12−24,304→ 0 total→ Common Stock (24,304 underlying) - Disposition to Issuer
Restricted Stock Units
2018-04-12−24,304→ 0 total→ Common Stock (24,304 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−64,761→ 0 totalExercise: $12.35→ Common Stock (64,761 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−20,000→ 0 totalExercise: $13.40→ Common Stock (20,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−20,000→ 0 totalExercise: $11.69→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock
2018-04-12$21.64/sh−299,186$6,474,385→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−25,000→ 0 totalExercise: $13.54→ Common Stock (25,000 underlying)
Footnotes (6)
- [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]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.
- [F3]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
- [F4]Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash.
- [F5]Each Performance Unit ("PU") represents a contingent right to receive one Share.
- [F6]Pursuant to the Merger Agreement, each PU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash.