EarthLink Holdings, LLC 4
4 · EarthLink Holdings, LLC · Filed Feb 27, 2017
Insider Transaction Report
Form 4
Salemme R. Gerard
Director
Transactions
- Disposition to Issuer
Common Stock
2017-02-27−79,875→ 0 total - Disposition to Issuer
Restricetd Stock Units
2017-02-27−24,390→ 0 total→ Common Stock (24,390 underlying)
Footnotes (1)
- [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 ("RSU") was assumed by Windstream and converted into 0.818 RSUs of Windstream. Pursuant to the RSU agreements, the RSUs became earned and payable upon consummation of the Merger.