4//SEC Filing
Schmoll David N 4
Accession 0000950142-18-000962
CIK 0001284807other
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 10:00 AM ET
Size
20.0 KB
Accession
0000950142-18-000962
Insider Transaction Report
Form 4
Schmoll David N
SVP, Human Resources10% Owner
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−952→ 0 totalExercise: $12.35→ Common Stock (952 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−93,425→ 0 totalExercise: $12.35→ Common Stock (93,425 underlying) - Disposition to Issuer
Performance Units
2018-04-12−12,400→ 0 total→ Common Stock (12,400 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−7,200→ 0 totalExercise: $12.35→ Common Stock (7,200 underlying) - Disposition to Issuer
Common Stock
2018-04-12$21.64/sh−8,210$177,664→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-04-12−94,383→ 0 totalExercise: $12.35→ Common Stock (94,383 underlying) - Disposition to Issuer
Restricted Stock Units
2018-04-12−12,400→ 0 total→ Common Stock (12,400 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.
Documents
Issuer
PLY GEM HOLDINGS INC
CIK 0001284807
Entity typeother
Related Parties
1- filerCIK 0001576876
Filing Metadata
- Form type
- 4
- Filed
- Apr 11, 8:00 PM ET
- Accepted
- Apr 12, 10:00 AM ET
- Size
- 20.0 KB