4//SEC Filing
Workman Russell Gibbons 4
Accession 0001104659-13-045314
CIK 0001393744other
Filed
May 28, 8:00 PM ET
Accepted
May 29, 4:09 PM ET
Size
11.1 KB
Accession
0001104659-13-045314
Insider Transaction Report
Form 4
Workman Russell Gibbons
General Counsel and Secretary
Transactions
- Disposition to Issuer
Common Stock
2013-05-24$4.15/sh−14,000$58,100→ 0 total - Disposition to Issuer
Phantom Stock
2013-05-24$4.15/sh−37,313$154,849→ 0 totalExp: 2015-10-10→ Common Stock (37,313 underlying) - Disposition to Issuer
Phantom Stock
2013-05-24$4.15/sh−12,700$52,705→ 0 totalExp: 2015-03-01→ Common Stock (12,700 underlying)
Footnotes (6)
- [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 EnergySolutions, Inc. (the "Company"), Rockwell Holdco, Inc., a Delaware corporation, 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]Each share of phantom stock is the economic equivalent of one share of Company common stock.
- [F3]The shares of phantom stock vest in three equal annual installments beginning on October 10, 2013. Upon vesting, the shares will be settled in cash according to the current stock price at the time of vest.
- [F4]Each share of phantom stock is the economic equivalent of one share of Company common stock.
- [F5]The shares of phantom stock vest in three equal annual installments beginning on March 1, 2013. Upon vesting, the shares will be settled in cash according to the current stock price at the time of vest.
- [F6]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 0001558986
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 4:09 PM ET
- Size
- 11.1 KB