Kwauk Walter Teh Ming 4
4 · China TransInfo Technology Corp. · Filed Nov 2, 2012
Insider Transaction Report
Form 4
Kwauk Walter Teh Ming
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2012-10-31$2.18/sh−30,000$65,400→ 0 totalExercise: $3.62Exp: 2015-12-13→ Common Stock (30,000 underlying)
Footnotes (3)
- [F1]On October 31, 2012, China TransInfo Technology Corp. (the "Issuer") completed the merger pursuant to that certain Agreement and Plan of Merger dated as of June 8, 2012 (the "Merger Agreement"), by and among the Issuer, TransCloud Company Limited, a Cayman Islands exempted company with limited liability ("Parent") and TransCloud Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
- [F2]The option was disposed pursuant to the Merger Agreement, among which 7,500 vested shares were converted into the right to receive a cash amount equal to the number of shares underlying such option immediately prior to the effective time of the Merger multiplied by the amount by which $5.80 exceeds the exercise price per share of such option. The remaining unvested 22,500 shares were also converted into the right to receive a cash amount pursuant to the Merger Agreement but subject to the same vesting conditions and vesting schedules applicable to the option.
- [F3]The option vests in equal installments on a quarterly basis over a three -year period beginning on December 13, 2011.