4//SEC Filing
Quigley Thomas A. III 4
Accession 0000950170-25-099098
CIK 0001021162other
Filed
Jul 27, 8:00 PM ET
Accepted
Jul 28, 3:15 PM ET
Size
23.7 KB
Accession
0000950170-25-099098
Insider Transaction Report
Form 4
Quigley Thomas A. III
Vice President and Controller
Transactions
- Tax Payment
Common Stock
2025-07-24$26.00/sh−8,181$212,706→ 70,044 total - Award
Common Stock
2025-07-24+23,497→ 78,225 total - Disposition to Issuer
Restricted Stock Units
2025-07-24−4,539→ 3,493 total→ Common Stock (4,539 underlying) - Disposition to Issuer
Restricted Stock Units
2025-07-24−1,363→ 543 total→ Common Stock (1,363 underlying) - Disposition to Issuer
Common Stock
2025-07-24−15,316→ 54,728 total - Tax Payment
Restricted Stock Units
2025-07-24$26.00/sh−3,493$90,818→ 0 total→ Common Stock (3,493 underlying) - Disposition to Issuer
Restricted Stock Units
2025-07-24−1,640→ 1,262 total→ Common Stock (1,640 underlying) - Tax Payment
Restricted Stock Units
2025-07-24$26.00/sh−543$14,118→ 0 total→ Common Stock (543 underlying) - Tax Payment
Restricted Stock Units
2025-07-24$26.00/sh−1,262$32,812→ 0 total→ Common Stock (1,262 underlying) - Disposition to Issuer
Common Stock
2025-07-24−54,728→ 0 total
Footnotes (7)
- [F1]On July 24, 2025, pursuant to the Agreement and Plan of Merger dated February 2, 2025 (the "Merger Agreement") among the Issuer, Titan BW Acquisition Holdco Inc., a Delaware corporation ("Parent"), and Titan BW Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). The reported amount represents deemed acquisitions of shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") underlying unvested performance-based restricted stock units ("PSUs") pursuant to the Merger Agreement based on the attainment of the applicable performance metrics at target level of performance, including 13,342 PSUs granted on April 27, 2023 and 10,155 PSUs granted on May 24, 2024.
- [F2]Represents shares withheld to cover a tax liability in connection with the deemed vesting of the PSUs described herein.
- [F3]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each PSU outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such PSU based on the attainment of the applicable performance metrics at target level of performance and (ii) $26.00 in cash, without interest (the "Merger Consideration"), less applicable tax withholdings.
- [F4]At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Merger Consideration.
- [F5]Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such RSU and (ii) the Merger Consideration, less applicable tax withholdings.
- [F7]Represents shares withheld to cover a tax liability in connection with the deemed vesting of the RSUs described herein.
Documents
Issuer
TRIUMPH GROUP INC
CIK 0001021162
Entity typeother
Related Parties
1- filerCIK 0001563424
Filing Metadata
- Form type
- 4
- Filed
- Jul 27, 8:00 PM ET
- Accepted
- Jul 28, 3:15 PM ET
- Size
- 23.7 KB