NextWave Wireless Inc. 4
4 · NextWave Wireless Inc. · Filed Jan 28, 2013
Insider Transaction Report
Form 4
Avenue Capital Management II, L.P.
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2013-01-24−19,490→ 0 total - Disposition from Tender
Common Stock
2013-01-24−250,507→ 0 total - Disposition from Tender
Common Stock
2013-01-24−3,806,798→ 0 total
Footnotes (5)
- [F1]On January 24, 2013, AT&T Inc. ("AT&T") completed its acquisition of NextWave Wireless Inc. (the "Issuer") by means of a merger (the "Merger") of Rodeo Acquisition Sub Inc. ("Merger Sub") with and into the Issuer in accordance with an Agreement and Plan of Merger, dated August 1, 2012 (the "Merger Agreement") among the Issuer, AT&T and Merger Sub. Upon consummation of the Merger, each share of common stock of the Issuer beneficially owned by the Reporting Persons was converted into the right to receive (i) $1.00 per share in cash and (ii) a non-transferable contingent payment right representing a pro rata interest in an amount of up to $25 million held in escrow, which may be reduced in respect of indemnification obligations and other amounts payable to AT&T.
- [F2]In addition, upon consummation of the Merger, options for an aggregate of 101,353 shares of common stock of the Issuer granted by the Issuer to Robert T. Symington, an employee of Avenue Capital Management II, L.P. and a former director of the Issuer were cancelled for no consideration. Pursuant to an agreement between Mr. Symington and Avenue Capital Management II, L.P., any compensation received by Mr. Symington during his service as a director of the Issuer shall be for the benefit of the Funds (as defined under "Remarks"), and allocated accordingly among the Funds.
- [F3]The securities were owned directly by Avenue Special Situations Fund IV, L.P.
- [F4]The securities were owned directly by Avenue Investments, L.P.
- [F5]The securities were owned directly by Avenue AIV US, L.P.