4//SEC Filing
Wood Gregory S. 4
Accession 0001104659-13-045313
CIK 0001393744other
Filed
May 28, 8:00 PM ET
Accepted
May 29, 4:09 PM ET
Size
7.6 KB
Accession
0001104659-13-045313
Insider Transaction Report
Form 4
Wood Gregory S.
Executive Vice President, CFO
Transactions
- Disposition to Issuer
Phantom Performance Share Units
2013-05-24$4.15/sh−1,078,132$4,474,248→ 0 total→ Phantom Performance Share Units (1,078,132 underlying)
Footnotes (4)
- [F1]Under an award agreement between Mr. Wood and EnergySolutions, Inc. (the "Company") under the Company's Executive Bonus Plan, the Company granted Mr. Wood 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. Mr. Wood's target award is 1,055,103 phantom performance share units and his maximum award is 1,248,816 phantom performance share units.
- [F2]The 1,078,132 performance share units will be paid in cash to the reporting person according to the following schedule: (i) one third of the performance share units will be paid out at the Effective Time, (ii) one third of the performance share units will be paid out on the first anniversary of the Effective Time and (iii) the remaining one third of the performance share units will be paid out on the second anniversary of the Effective Time.
- [F3]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 Rockwell Holdco, Inc., a Delaware corporation, Rockwell Acquisition Corp., a Delaware corporation, and the Company (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 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
- [F4](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 0001532609
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 4:09 PM ET
- Size
- 7.6 KB