4//SEC Filing
Smoak Randolph 4
Accession 0001104659-12-023336
CIK 0001332896other
Filed
Apr 1, 8:00 PM ET
Accepted
Apr 2, 8:29 PM ET
Size
8.3 KB
Accession
0001104659-12-023336
Insider Transaction Report
Form 4
Smoak Randolph
Director
Transactions
- Disposition to Issuer
Common Stock
2012-04-02$4.25/sh−25,896$110,058→ 0 total - Disposition to Issuer
Partnership Units
2012-04-02−15,627→ 0 total→ Common Stock (15,627 underlying)
Footnotes (3)
- [F1]On December 24, 2011, Cogdell Spencer Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cogdell Spencer LP (the "Operating Partnership" or "OP"), Ventas, Inc., TH Merger Corp, Inc. ("MergerSub"), and TH Merger Sub, LLC ("OP MergerSub"). The Merger Agreement provides for the merger of the Company with MergerSub (the "Merger") and the merger of OP MergerSub with and into the OP (the "Partnership Merger").
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company's common stock (the "Common Stock") automatically converted into the right to receive the per share merger consideration of $4.25 in cash.
- [F3]Consists of 8,982 limited partnership interests in the Operating Partnership ("OP Units") and 6,645 long-term incentive plan units of OP Units ("LTIP Units"). Pursuant to the Merger Agreement, at the effective time of the Partnership Merger, each OP Unit automatically converted into the right to receive the per share merger consideration of $4.25 in cash, and each LTIP Unit automatically converted into an OP Unit, or fraction thereof, based on the adjusted capital account balance allocable to such LTIP Unit immediately prior to the Partnership Merger, which in turn converted into the right to receive the per share merger consideration of $4.25 in cash.
Documents
Issuer
Cogdell Spencer Inc.
CIK 0001332896
Entity typeother
Related Parties
1- filerCIK 0001342170
Filing Metadata
- Form type
- 4
- Filed
- Apr 1, 8:00 PM ET
- Accepted
- Apr 2, 8:29 PM ET
- Size
- 8.3 KB