4//SEC Filing
Toney Keith E 4
Accession 0000950170-25-074569
CIK 0001393612other
Filed
May 18, 8:00 PM ET
Accepted
May 19, 5:15 PM ET
Size
6.8 KB
Accession
0000950170-25-074569
Insider Transaction Report
Form 4
Toney Keith E
EVP, Pres.-Credit & Dec. Mgmt.
Transactions
- Disposition to Issuer
Common Stock
2025-05-18−70,712→ 0 total
Footnotes (4)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 19, 2024, by and among the Issuer, Capital One Financial Corporation ("Capital One"), and Vega Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger (the "Effective Time") between the Issuer and Merger Sub (the "Merger"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.0192 shares of Capital One common stock (the "Exchange Ratio"). The Merger closed on May 18, 2025 (the "Closing Date"). The closing price of Capital One common stock on the New York Stock Exchange on the last trading day prior to the Closing Date was $197.22. All fractional shares were paid in cash.
- [F2]Includes 28,017 shares of Issuer common stock in respect of restricted stock unit awards (the "Issuer RSU Awards"). Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSU Award outstanding immediately prior to the Effective Time was converted into a Capital One restricted stock unit award in respect of that number of shares of Capital One common stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Issuer common stock subject to the Issuer RSU Award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, and which is otherwise be subject to the same terms and conditions as applied to the corresponding Issuer RSU Award immediately prior to the Effective Time.
- [F3]Includes 82.174 shares of Issuer common stock acquired under the Discover Financial Services Employee Stock Purchase Plan for the periods beginning January 1, 2025 and ending March 31, 2025 and beginning April 1, 2025 and ending May 5, 2025.
- [F4]As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
Documents
Issuer
Discover Financial Services
CIK 0001393612
Entity typeother
Related Parties
1- filerCIK 0001830021
Filing Metadata
- Form type
- 4
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 5:15 PM ET
- Size
- 6.8 KB