TOLLGRADE COMMUNICATIONS INC \PA\ 4

Accession 0001002531-11-000011

CIK 0001002531operating

Filed

May 11, 8:00 PM ET

Accepted

May 12, 6:15 PM ET

Size

21.3 KB

Accession

0001002531-11-000011

Form 4

Period: 2011-05-10

V.P., Human Resources

Transactions

Disposition to Issuer
Nonstatutory stock option
2011-05-10−2,000→ 0 total
Exercise: $28.39From: 2001-10-11Exp: 2011-10-11→ Common stock (2,000 underlying)
Disposition to Issuer
Nonstatutory stock option
2011-05-10$0.61/sh−1,500$923→ 0 total
Exercise: $9.48From: 2002-10-24Exp: 2012-10-24→ Common stock (1,500 underlying)
Disposition to Issuer
Nonstatutory stock option
2011-05-10$4.72/sh−35,000$165,200→ 0 total
Exercise: $5.38From: 2010-01-26Exp: 2019-01-26→ Common stock (35,000 underlying)
Disposition to Issuer
Common stock
2011-05-10$10.10/sh−1,852$18,705→ 0 total
Disposition to Issuer
Nonstatutory stock option
2011-05-10$1.61/sh−10,000$16,100→ 0 total
Exercise: $8.49From: 2005-10-10Exp: 2015-10-10→ Common stock (10,000 underlying)
Disposition to Issuer
Nonstatutory stock option
2011-05-10$3.53/sh−18,000$63,540→ 0 total
Exercise: $6.57From: 2009-01-28Exp: 2018-01-28→ Common stock (18,000 underlying)
Disposition to Issuer
Nonstatutory stock option
2011-05-10$3.62/sh−20,000$72,400→ 0 total
Exercise: $6.48From: 2011-06-17Exp: 2020-06-17→ Common stock (20,000 underlying)

Footnotes (8)

[F1]Pursuant to the Agreement and Plan of Merger, dated February 21, 2011, among Tollgrade Communications, Inc. ("Tollgrade"), Talon Holdings, Inc. and Talon Merger Sub, Inc. (the "Merger Agreement"), effective as of May 10, 2011, shares of Tollgrade common stock were automatically canceled and converted into the right to receive $10.10 per share in cash.
[F2]Options were exercisable in three equal installments on 10/11/01, 10/11/02 and 10/11/03.
[F3]Pursuant to the Merger Agreement, effective as of May 10, 2011, each stock option was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of $10.10 over the exercise price of such stock option, multiplied by (b) the number of shares which otherwise could have been purchased upon exercise of such stock option, without regard to whether such stock option was then vested. Any stock option with an exercise price equal to or greater than $10.10 was canceled without the right to payment.
[F4]Options were exercisable in three equal installments on 10/24/02, 10/24/03 and 10/24/04.
[F5]Options were exercisable in three equal installments on 10/10/05, 10/10/06 and 10/10/07.
[F6]Options were exercisable in three equal installments on 1/28/09, 1/28/10 and 1/28/11.
[F7]Options were exercisable in three equal installments on 1/26/10, 1/26/11 and 1/26/12.
[F8]Options were scheduled to vest in three equal installments on 6/17/11, 6/17/12 and 6/17/13.

Documents

2 files

TOLLGRADE COMMUNICATIONS INC \PA\

CIK 0001002531

Entity typeoperating

IncorporatedPA