EASYLINK SERVICES CORP 4
4 · EASYLINK SERVICES CORP · Filed Aug 29, 2007
Insider Transaction Report
Form 4
GRAZIANO FRANK
Sr. V.P. Corporate Development
Transactions
- Disposition to Issuer
Class A Common Stock
2007-08-20−16,329→ 0 total - Disposition to Issuer
Stock Option
2007-08-20−3,502→ 0 totalExercise: $11.00Exp: 2011-09-10→ Class A Common Stock (3,502 underlying) - Disposition to Issuer
Restricted Stock
2007-08-20−12,824→ 0 total→ Class A Common Stock (12,824 underlying) - Disposition to Issuer
Stock Option
2007-08-20−4,000→ 0 totalExercise: $6.60Exp: 2014-08-03→ Class A Common Stock (4,000 underlying) - Disposition to Issuer
Stock Option
2007-08-20−2,500→ 0 totalExercise: $4.10Exp: 2015-08-01→ Class A Common Stock (5,000 underlying) - Disposition to Issuer
Stock Option
2007-08-20−17,000→ 0 totalExercise: $6.25Exp: 2013-08-07→ Class A Common Stock (17,000 underlying) - Disposition to Issuer
Stock Option
2007-08-20−5,000→ 0 totalExercise: $4.90Exp: 2012-06-21→ Class A Common Stock (5,000 underlying) - Disposition to Issuer
Class A Common Stock
2007-08-20−6,781→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option
2007-08-20−3,200→ 0 totalExercise: $2.65Exp: 2013-05-14→ Class A Common Stock (3,200 underlying) - Disposition to Issuer
Stock Option
2007-08-20−3,014→ 0 totalExercise: $84.38Exp: 2010-11-14→ Class A Common Stock (3,014 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Issuer, Internet Commerce Corporation ("ICC") and Jets Acquisition Sub, Inc. at a price of $5.80 per share in cash.
- [F2]Held by the Issuer's 401(k) plan for the account of the Reporting Person.
- [F3]Each share of restricted stock represented the right to receive one share of Class A Common Stock of the Issuer.
- [F4]The shares of restricted stock would have vested as to 25% of such shares on October 10, 2007 and as to 1/12th of the remaining shares quarterly thereafter.
- [F5]The shares of restricted stock were converted into restricted shares of ICC equal to (i) the product of $5.80 per share and the number of shares of restricted stock held by the Reporting Person, divided by (ii) a Volume Weighted Price (as defined in the Merger Agreement). The shares of restricted stock of ICC replacing the shares of the Issuer's restricted stock are subject to comparable vesting restrictions as applied to those shares of the Issuer's restricted stock prior to being replaced by shares of ICC restricted stock.
- [F6]The stock options vest 25% on the first anniversary of the date of grant and thereafter in equal amounts quarterly over the three-year period following the first anniversary.
- [F7]The stock options were replaced by ICC with substitute options to purchase shares of Class A Common Stock of ICC. Each substitute option is subject to, and becomes exercisable and vests on, comparable terms and conditions as applied to the options being replaced, except that each substitute option will be exercisable for that number of shares of Class A Common Stock of ICC equal to the number of shares of the Issuer's Class A Common Stock subject to that option multiplied by an Exchange Ratio (as defined in the Merger Agreement).