4//SEC Filing
REMY INTERNATIONAL, INC. 4
Accession 0001046859-14-000172
CIK 0001046859operating
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 7:17 PM ET
Size
13.1 KB
Accession
0001046859-14-000172
Insider Transaction Report
Form 4
STINSON ALAN L
Director
Transactions
- Disposition to Issuer
Common Stock
2014-12-31−21,189→ 0 total - Disposition to Issuer
Stock Option (right To Purchase)
2014-12-31−4,245→ 0 totalExercise: $21.98→ Common Stock (4,245 underlying) - Disposition to Issuer
Stock Option (right To Purchase)
2014-12-31−3,955→ 0 totalExercise: $18.50→ Common Stock (3,955 underlying) - Disposition to Issuer
Common Stock
2014-12-31−1,593→ 21,189 total
Footnotes (6)
- [F1]The compensation committee of the board of directors of Remy International, Inc. ("Old Remy") approved the acceleration of the time-based vesting Old Remy shares of restricted stock, held by the Reporting Person that would have vested in February 2015, on the day immediately preceding the effective date of the Merger (as defined below) had his service continued. Because all shares of restricted stock granted were previously reported in Form 4 Table I on the date of grant, this amount represents the Old Remy shares of restricted stock scheduled to vest in February 2016 that were forfeited for no consideration due to the Reporting Person's resignation as a director in connection with the Merger.
- [F2]Disposition made in connection with the conversion of securities in the merger of Old Remy Merger Sub, Inc. ("Old Remy Merger Sub") with and into Old Remy (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of September 7, 2014 (the "Merger Agreement"), by and among Fidelity National Financial, Inc., New Remy Corp., New Remy Holdco Corp. ("New Holdco"), New Remy Merger Sub, Inc., Old Remy Merger Sub and Old Remy. The effective date of the Merger is December 31, 2014. This report is being filed by the reporting person solely to report the disposition of Old Remy securities made in connection with the Merger. In connection with the Merger, the reporting person resigned from the Old Remy Board of Directors.
- [F3]Each share of common stock of Old Remy converted in connection with the Merger into one share of New Holdco in accordance with the Merger Agreement.
- [F4]This option, which provided for vesting in two equal annual installments (subject to continued service), beginning February 21, 2014, was accelerated and considered fully vested due to the Reporting Person's resignation as a director in connection with the Merger. In connection with the Merger, the option was converted into a stock option to purchase 3,955 shares of New Holdco common stock. These vested stock options, if unexercised, will expire three months following the Reporting Person's termination date.
- [F5]Options assumed/converted in connection with the Merger into options to acquire the number of shares of common stock noted in footnotes 4 and 6.
- [F6]This option, which provided for vesting in two equal annual installments (subject to continued service), beginning February 18, 2015, was accelerated and considered 50% vested due to the Reporting Person's resignation as a director in connection with the Merger. In connection with the Merger, the option was converted into a stock option to purchase 2,122 shares of New Holdco common stock. These vested stock options, if unexercised, will expire three months following the Reporting Person's termination date.
Documents
Issuer
REMY INTERNATIONAL, INC.
CIK 0001046859
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001046859
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 7:17 PM ET
- Size
- 13.1 KB