ALAMOSA HOLDINGS INC 4
4 · ALAMOSA HOLDINGS INC · Filed Apr 22, 2005
Insider Transaction Report
Form 4
ROBERTS MICHAEL V
Director
Transactions
- Other
Contract to Sell
2005-04-20−0→ 3,572,487 total→ Common Stock (550,000 underlying)
Footnotes (3)
- [F1]The Reporting Person entered into a prepaid variable share forward contract with an unaffiliated securities brokerage firm relating to up to 550,000 shares (the "Base Shares") of Alamosa Holdings, Inc. common stock ("Common Stock"). Pursuant to the contract, the brokerage firm sold an aggregate of 550,000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended.
- [F2]Pursuant to the prepaid variable share forward contract, in exchange for a cash payment of $5,373,175.50, the Reporting Person has agreed to deliver a number of shares of Common Stock to the brokerage firm on October 20, 21, 22, 25 and 26 of 2010 (each, a "Settlement Date") equal to: (i) if the price of Common Stock at the close of business on the third business day preceding the applicable Settlement Date (the "Relevant Price") is less than or equal to $11.63 per share (the "Floor Price"), then 20% of the Base Shares; (ii) if the Relevant Price is greater than the Floor Price but less than $20.67 per share (the "Cap Price"), then 20% of the Base Shares multiplied by the Floor Price divided by the Relevant Price; and (iii) if the Relevant Price is greater than or equal to the Cap Price, then 20% of the Base Shares multiplied by a fraction equal to one minus the fraction where (x) the numerator is the Cap Price less the Floor Price and (y) the denominator is the Relevant Price.
- [F3]Pursuant to the prepaid variable share forward contract, the Reporting Person has the option to cash settle the contract, with the cash settlement amount being equal to the number of shares to be delivered multiplied by the Relevant Price. The Reporting Person has pledged 550,000 shares of Common Stock to the brokerage firm as security for its obligation to deliver shares at the termination of the contract.