Kesten Raffi 4
4 · NDS GROUP PLC · Filed Jan 29, 2009
Insider Transaction Report
Form 4
NDS GROUP PLCNNDS
Kesten Raffi
Chief Operating Officer
Transactions
- Other
Series A ordinary shares
2009-01-27+8,767→ 8,767 total(indirect: By Trust) - Exercise/Conversion
Series A ordinary shares
2009-01-27+27,000→ 35,767 total(indirect: By Trust) - Exercise/Conversion
Series A ordinary shares
2009-01-27+14,889→ 50,656 total(indirect: By Trust) - Exercise/Conversion
Executive Stock Option (right to buy)
2009-01-27−2,000→ 0 totalExp: 2013-11-04→ Series A ordinary shares (2,000 underlying) - Exercise/Conversion
Executive Stock Option (right to buy)
2009-01-27−5,000→ 0 totalExp: 2014-12-21→ Series A ordinary shares (5,000 underlying) - Other
Series A ordinary shares
2009-01-27−8,767→ 0 total - Exercise/Conversion
Executive Stock Option (right to buy)
2009-01-27−20,000→ 0 totalExp: 2016-01-31→ Series A ordinary shares (20,000 underlying) - Exercise/Conversion
Conditional Award Units (2007)
2009-01-27−5,706→ 0 total→ Series A ordinary shares (5,706 underlying) - Exercise/Conversion
Conditional Award Units (2008)
2009-01-27−9,183→ 0 total→ Series A ordinary shards (9,183 underlying)
Footnotes (8)
- [F1]Pursuant to the transaction described in the Implementation Agreement by and among the issuer, Nuclobel Lux 1 S.ar.l, Nuclobel Lux 2 S.ar.l, NDS Finance Limited, News Corporation and NDS Holdco, Inc. (the "Transaction"), the shares were deposited into a special purpose trust for the benefit of the reporting person. In connection with the Transaction, the reporting person will receive, on a future date, cash in exchange for the shares calculated in accordance with the terms of the Transaction.
- [F2]In connection with the Transaction, the shares were acquired when the reporting person exercised his options with the benefit of a cashless exercise facility under which the exercise price will be deducted on a future date upon the closing of the Transaction. In connection with the Transaction, the reporting person will receive, on a future date, cash in exchange for the shares calculated in accordance with the terms of the Transaction. Until the closing of the Transaction, the shares are held in a special purpose trust for the benefit of the reporting person.
- [F3]In connection with the Transaction, the shares were acquired pursuant to the vesting and conversion of all outstanding conditional award units. In connection with the Transaction, the reporting person will receive, on a future date, cash in exchange for the shares calculated in accordance with the terms of the Transaction. Until the closing of the Transaction, the shares are held in a special purpose trust for the benefit of the reporting person.
- [F4]This option, which provided for vesting in four equal annual installments beginning November 5, 2004 and an exercise price of $17.12, was converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.
- [F5]This option, which provided for vesting in four equal annual installments beginning December 22, 2005 and an exercise price of $32.96, was converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.
- [F6]This option, which provided for vesting in four equal annual installments beginning February 1, 2007 and an exercise price of $43.13, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.
- [F7]This conditional award, which provided for vesting in four equal annual installments beginning August 15, 2007, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.
- [F8]This conditional award, which provided for vesting in four equal annual installments beginning August 15, 2008, was accelerated and converted into the underlying shares in connection with the Transaction for no consideration. In connection with the Transaction, the underlying shares were deposited into a special purpose trust for the benefit of the reporting person.