4//SEC Filing
Duckworth Joshua T. 4
Accession 0000950157-21-001007
CIK 0000716133other
Filed
Sep 8, 8:00 PM ET
Accepted
Sep 9, 8:56 PM ET
Size
13.9 KB
Accession
0000950157-21-001007
Insider Transaction Report
Form 4
Duckworth Joshua T.
Vice President & Controller
Transactions
- Disposition to Issuer
Common Stock
2021-09-07$15.50/sh−1,570$24,335→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2021-09-07$15.50/sh−11,990$185,845→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Units
2021-09-07−13,754→ 0 totalFrom: 2021-09-07Exp: 2021-09-07→ Common Stock (13,754 underlying) - Disposition to Issuer
Common Stock
2021-09-07$15.50/sh−22,397$347,154→ 1,570 total - Award
Performance-Based Restricted Stock Units
2021-09-07+13,754→ 13,754 totalFrom: 2021-09-07Exp: 2021-09-07→ Common Stock (13,754 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020 (the "Merger Agreement"), by and among Cincinnati Bell Inc., an Ohio corporation (the "Company"), Red Fiber Parent LLC, a Delaware limited liability company, and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Shares") was converted into the right to receive $15.50 in cash, without interest (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit with respect to Company Common Shares ("Company RSU") became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company RSU.
- [F3]Each Company RSU subject to performance-based vesting conditions ("Company PSU") represented a right to receive Company Common Shares, subject to the achievement of performance conditions.
- [F4]On January 31, 2019, the Reporting Person was awarded 11,990 target Company PSUs subject to the achievement of applicable performance criteria. In accordance with the terms of the Merger Agreement and the applicable Company PSU award agreement, the board of directors of the Company approved a payout of 114.7% of the target Company PSUs under the performance criteria set in 2019, subject to the closing of the Merger.
- [F5]Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company PSU became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company PSU.
Documents
Issuer
CINCINNATI BELL INC
CIK 0000716133
Entity typeother
Related Parties
1- filerCIK 0001582089
Filing Metadata
- Form type
- 4
- Filed
- Sep 8, 8:00 PM ET
- Accepted
- Sep 9, 8:56 PM ET
- Size
- 13.9 KB