4//SEC Filing
Lockwood David James 4
Accession 0001104659-13-045308
CIK 0001393744other
Filed
May 28, 8:00 PM ET
Accepted
May 29, 4:02 PM ET
Size
10.8 KB
Accession
0001104659-13-045308
Insider Transaction Report
Form 4
Lockwood David James
Director
Transactions
- Disposition to Issuer
Common Stock
2013-05-24$4.15/sh−414,364$1,719,611→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
2013-05-24$4.15/sh−239,640$994,506→ 0 total(indirect: By Trust) - Disposition to Issuer
Phantom Performance Stock Units
2013-05-24$4.15/sh−2,695,330$11,185,620→ 0 total→ Phantom Performance Stock Units (2,695,330 underlying)
Footnotes (3)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 7, 2013, as amended on April 5, 2013, by and among and EnergySolutions, Inc. (the "Company"), Rockwell Holdco, Inc., a Delaware corporation, and Rockwell Acquisition Corp., a Delaware corporation (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of Company Common Stock held by the reporting person was cancelled and converted automatically into the right to receive $4.15 in cash.
- [F2]Under an award agreement between Mr. Lockwood and the Company, under the Company's Executive Bonus Plan, the Company granted Mr. Lockwood on June 12, 2012 a phantom performance share unit award, subject to full payment over six years based on four-year performance criteria, absent a qualifying termination of employment. In general, no amounts are payable under the agreement unless certain performance criteria are met. The award is payable in cash, except that the first 1,000,000 units earned and paid to Mr. Lockwood will instead be settled in shares of the Company's common stock granted under the Company's 2007 Equity Incentive Plan pursuant to the terms of a restricted stock award agreement. Mr. Lockwood's target award is 2,637,758 phantom performance share units and his maximum award is 3,122,041 phantom performance share units.
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each of the Company Performance Share Units and Company Phantom Share Awards held by the reporting person became fully vested (with the exception of Company Performance Share Units and Company Phantom Share Awards that are earned based on the achievement of performance, which instead became earned and vested in accordance with the terms of the applicable award agreements) and converted into the right to receive a cash payment with respect thereto equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Performance Share Unit award or Company Phantom Share Award, respectively, and (ii) $4.15, less any required withholding Taxes.
Documents
Issuer
EnergySolutions, Inc.
CIK 0001393744
Entity typeother
Related Parties
1- filerCIK 0001395393
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 4:02 PM ET
- Size
- 10.8 KB