4//SEC Filing
Nicholson Peter A 4
Accession 0001042167-11-000094
CIK 0001034239other
Filed
Apr 24, 8:00 PM ET
Accepted
Apr 25, 6:30 PM ET
Size
18.2 KB
Accession
0001042167-11-000094
Insider Transaction Report
Form 4
RC2 CORPRCRC
Nicholson Peter A
Chief Financial Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2011-04-21−21,000→ 0 totalExercise: $0.00From: 2012-12-31Exp: 2022-12-31→ Common Stock (21,000 underlying) - Disposition from Tender
Common Stock, par value $.01 per share
2011-04-21$27.90/sh−5,589$155,933→ 0 total - Disposition to Issuer
Common Stock Options
2011-04-21−36,000→ 0 totalExercise: $12.45Exp: 2018-11-05→ Common Stock (36,000 underlying) - Disposition to Issuer
Stock Appreciation Rights
2011-04-21−46,667→ 0 totalExercise: $14.90Exp: 2020-02-24→ Common Stock (46,667 underlying) - Disposition to Issuer
Stock Appreciation Rights
2011-04-21−39,533→ 0 totalExercise: $5.11Exp: 2019-02-25→ Common Stock (39,533 underlying) - Award
Restricted Stock Units
2011-04-21+21,000→ 21,000 totalFrom: 2012-12-31Exp: 2022-12-31→ Common Stock (21,000 underlying)
Footnotes (9)
- [F1]Includes 3,089 shares of common stock purchased pursuant to the RC2 Corporation Employee Stock Purchase Plan.
- [F2]The reported transaction represents shares of common stock tendered to Galaxy Dream Corporation (the "Purchaser"), a wholly owned indirect subsidiary of TOMY Company, Ltd. ("TOMY"), pursuant to the Purchaser's offer to purchase all of the outstanding shares of common stock, $0.01 par value per share, of RC2 Corporation ("RC2") at a price of $27.90 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions described in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission by TOMY and the Purchaser on March 24, 2011, as amended.
- [F3]The common stock option vests pro rata over a five-year period on each of November 5, 2009, November 5, 2010, November 5, 2011, November 5, 2012 and November 5, 2013.
- [F4]These unvested stock options were canceled in exchange for the right to receive cash payment for each such option of the excess of $27.90 per share over the per-share exercise price of such option multiplied by the number of shares underlying such stock options.
- [F5]The stock appreciation right vests pro rata over a three-year period on each of February 25, 2010, February 25, 2011 and February 25, 2012.
- [F6]These unvested stock appreciation rights ("SARs") were canceled in exchange for the right to receive cash payment for each such SAR of the excess of $27.90 per share over the per-share exercise price of such SAR multiplied by the number of shares underlying such SAR.
- [F7]The stock appreciation right vests pro rata over a three-year period on each of February 24, 2011, February 24, 2012 and February 24, 2013.
- [F8]These performance-based restricted stock units ("RSUs") entitle the reporting person to receive one share of common stock per RSU earned upon RC2 achieving certain performance goals over a three-year period ending December 31, 2012. Upon a change of control of RC2, the reporting person would be entitled to receive the maximum number of shares of common stock under these RSUs. As of the date of the Tender Offer, the reporting person was entitled to receive the maximum number of shares of common stock under these RSUs.
- [F9]These performance-based RSUs were canceled in exchange for the right to receive cash payment for such RSUs in an amount equal to $27.90 times the maximum number of shares of common stock under these RSUs.
Documents
Issuer
RC2 CORP
CIK 0001034239
Entity typeother
Related Parties
1- filerCIK 0001449634
Filing Metadata
- Form type
- 4
- Filed
- Apr 24, 8:00 PM ET
- Accepted
- Apr 25, 6:30 PM ET
- Size
- 18.2 KB