EarthLink Holdings, LLC 4
4 · EarthLink Holdings, LLC · Filed Feb 27, 2017
Insider Transaction Report
Form 4
Eazor Joseph F
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2017-02-27−645,483→ 0 total - Disposition to Issuer
Stock Options
2017-02-27−300,000→ 0 total→ Common Stock (300,000 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-27−775,386→ 0 total→ Common Stock (775,386 underlying)
Footnotes (2)
- [F1]Disposition pursuant to the Agreement and Plan of Merger, dated as of November 5, 2016 (the "Merger Agreement"), by and among EarthLink, Windstream Holdings Corp. ("Windstream"), Europa Merger Sub, Inc. ("Merger Sub 1") and Europa Merger Sub, LLC ("Merger Sub 2") whereby Merger Sub 1 merged with and into EarthLink with EarthLink surviving as an indirect, wholly-owned subsidiary of Windstream (the "Merger") and, immediately thereafter, EarthLink merged with and into Merger Sub 2, with Merger Sub 2 surviving as an indirect, wholly-owned subsidiary of Windstream with the Merger being a transaction exempt under Rule 16b-3(e). Upon completion of the Merger, each outstanding share of EarthLink common stock was converted into 0.818 shares of Windstream common stock and each outstanding restricted stock unit of EarthLink was assumed by Windstream and converted into 0.818 restricted stock units of Windstream.
- [F2]At the effective time of the Merger, each outstanding option to purchase EarthLink common stock was cancelled and converted into the right to receive shares of Windstream common stock, determined by a ratio set forth in the Merger Agreement.