Jackel Ingrid 4

Accession 0001104659-12-084037

CIK 0001269871other

Filed

Dec 12, 7:00 PM ET

Accepted

Dec 13, 7:30 PM ET

Size

18.8 KB

Accession

0001104659-12-084037

Form 4

Period: 2012-12-12

DirectorChief Executive Officer

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12$4.80/sh−166,667$800,002→ 0 total
Exercise: $0.10Exp: 2013-11-03→ Common Stock (166,667 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12$2.60/sh−200,000$520,000→ 0 total
Exercise: $2.30Exp: 2019-11-10→ Common Stock (200,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12−50,000→ 0 total
Exercise: $9.54Exp: 2018-01-30→ Common Stock (50,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12$1.00/sh−100,000$100,000→ 0 total
Exercise: $3.90Exp: 2021-07-19→ Common Stock (100,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12$4.80/sh−160,679$771,259→ 0 total
Exercise: $0.10Exp: 2016-11-08→ Common Stock (160,679 underlying)
Disposition to Issuer
Common Stock, par value $0.01 per share
2012-12-12$4.90/sh−81,668$400,173→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12−50,000→ 0 total
Exercise: $20.75Exp: 2017-02-06→ Common Stock (50,000 underlying)

Footnotes (3)

[F1]Disposed of pursuant to the agreement and plan of merger, dated as of September 26, 2012, by and among the issuer, Markwins International Corporation ("Parent") and Markwins Merger Sub, Inc., as amended by that Amendment No. 1 to Agreement and Plan of Merger, dated as of November 15, 2012 by and among the issuer, Parent and Markwins Merger Sub, Inc. (as amended, the "Merger Agreement"), pursuant to which the outstanding shares of the issuer's common stock were canceled and converted into the right to receive $4.90 in cash, without interest and less any applicable withholding tax.
[F2]Pursuant to the Merger Agreement, as of and immediately prior to the effective time of the merger contemplated thereby, this option was cancelled and converted into the right to receive from Parent or the surviving corporation of such merger, in settlement thereof, a cash payment, less any applicable taxes required to be withheld and without interest, equal to the product of (i) the excess of $4.90 over the per share exercise price of such option and (ii) the number of shares of common stock subject to such option.
[F3]Pursuant to the Merger Agreement, as of and immediately prior to the effective time of the merger contemplated thereby, this option was cancelled without cash payment because the per share exercise price of such option was greater than $4.90.

Documents

1 file

PHYSICIANS FORMULA HOLDINGS, INC.

CIK 0001269871

Entity typeother