4//SEC Filing
Rogers Jeffrey P 4
Accession 0001104659-12-084038
CIK 0001269871other
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 7:30 PM ET
Size
16.7 KB
Accession
0001104659-12-084038
Insider Transaction Report
Form 4
Rogers Jeffrey P
DirectorPresident
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2012-12-12$4.90/sh−430,356$2,108,744→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12−50,000→ 0 totalExercise: $20.75Exp: 2017-02-06→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12$4.80/sh−41,543$199,406→ 0 totalExercise: $0.10Exp: 2016-11-08→ Common Stock (41,543 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12−50,000→ 0 totalExercise: $9.54Exp: 2018-01-30→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12$2.60/sh−150,000$390,000→ 0 totalExercise: $2.30Exp: 2019-11-10→ Common Stock (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-12-12$1.00/sh−50,000$50,000→ 0 totalExercise: $3.90Exp: 2021-07-19→ 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
Issuer
PHYSICIANS FORMULA HOLDINGS, INC.
CIK 0001269871
Entity typeother
Related Parties
1- filerCIK 0001379833
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 7:30 PM ET
- Size
- 16.7 KB