4//SEC Filing
Patriacca Todd 4
Accession 0000950157-23-000322
CIK 0001374535other
Filed
Mar 27, 8:00 PM ET
Accepted
Mar 28, 6:01 PM ET
Size
33.3 KB
Accession
0000950157-23-000322
Insider Transaction Report
Form 4
Patriacca Todd
See remarks for title
Transactions
- Disposition to Issuer
Restricted Stock Unit
2023-03-27−2,490→ 0 total→ Common Stock (2,490 underlying) - Award
Restricted Stock Unit
2023-03-27+1,984→ 1,984 total→ Common Stock (1,984 underlying) - Award
Restricted Stock Unit
2023-03-27+10,028→ 10,028 total→ Common Stock (10,028 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-03-27−13,275→ 0 totalExercise: $45.05→ Common Stock (13,275 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-03-27−6,516→ 0 totalExercise: $34.78→ Common Stock (6,516 underlying) - Disposition to Issuer
Common Stock, par value $0.001
2023-03-27−21,845→ 0 total - Disposition to Issuer
Restricted Stock Unit
2023-03-27−14,665→ 0 total→ Common Stock (14,665 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-03-27−408→ 0 total→ Common Stock (408 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-03-27−490→ 0 total→ Common Stock (490 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-03-27−1,984→ 0 total→ Common Stock (1,984 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-03-27−10,028→ 0 total→ Common Stock (10,028 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-03-27−3,920→ 0 totalExercise: $59.40→ Common Stock (3,920 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-03-27−9,178→ 0 totalExercise: $30.65→ Common Stock (9,178 underlying)
Footnotes (6)
- [F1]This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 26, 2022, by and among the Issuer, Regal Rexnord Corporation, a Wisconsin corporation ("Parent"), and Aspen Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Issuer will become a wholly owned subsidiary of Parent (the "Merger"), effective as of the effective time of the Merger (the "Effective Time") on March 27, 2023. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was converted into the right to receive $62.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.
- [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding restricted stock unit of the Company subject only to time-based vesting requirements (each, a "Company RSU") that was held by Mr. Patriacca, as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) (x) the Merger Consideration multiplied by (y) the number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time plus (ii) an amount in cash equal to any accumulated and unpaid dividend equivalents.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding restricted stock unit of the Company subject to performance-based vesting requirements (each, a "Company PSU") that was held by Mr. Patriacca, as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to (A)(i) with respect to a Company PSU granted in calendar year (x) 2021, 100% of the target number of shares of Common Stock subject to such Company PSU immediately prior to the Effective Time and (y) 2022, 150% of the target number of shares of Common Stock subject to such Company PSU immediately prior to the Effective Time, in each case, multiplied by (ii) the Merger Consideration plus (B) an amount in cash equal to any accumulated and unpaid dividend equivalents. The number of PSUs includes any accrued dividend equivalents and has been rounded up to the nearest whole share.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding option to purchase shares of Common Stock (each, a "Company Option") that was held by Mr. Patriacca, as of immediately prior to the Effective Time, was canceled in exchange for the right to receive an amount in cash, without interest, equal to (i) the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option.
- [F5]Each Company RSU and Company PSU represented a contingent right to receive one share of Common Stock.
- [F6]As permitted by the terms of the Merger Agreement, the Issuer accelerated the vesting, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement, of all of the outstanding and unvested equity awards held by Mr. Patriacca.
Documents
Issuer
Altra Industrial Motion Corp.
CIK 0001374535
Entity typeother
Related Parties
1- filerCIK 0001418213
Filing Metadata
- Form type
- 4
- Filed
- Mar 27, 8:00 PM ET
- Accepted
- Mar 28, 6:01 PM ET
- Size
- 33.3 KB