4//SEC Filing
Christian John 4
Accession 0001104659-13-045318
CIK 0001393744other
Filed
May 28, 8:00 PM ET
Accepted
May 29, 4:10 PM ET
Size
20.3 KB
Accession
0001104659-13-045318
Insider Transaction Report
Form 4
Christian John
President, Commercial Group
Transactions
- Disposition to Issuer
Common Stock
2013-05-24$4.15/sh−57,202$237,388→ 0 total - Disposition to Issuer
Common Stock
2013-05-24$4.15/sh−24,667$102,368→ 0 total - Disposition to Issuer
Common Stock
2013-05-24$4.15/sh−6,000$24,900→ 0 total - Disposition to Issuer
Common Stock
2013-05-24$4.15/sh−10,050$41,708→ 0 total - Disposition to Issuer
Phantom Performance Share Units
2013-05-24$4.15/sh−351,148$1,457,264→ 0 total→ Phantom Performance Share Units (351,148 underlying) - Disposition to Issuer
Performance Share Units
2013-05-24$4.15/sh−7,184$29,814→ 0 total→ Performance Share Units (7,184 underlying) - Disposition to Issuer
Performance Share Units
2013-05-24$4.15/sh−18,000$74,700→ 0 total→ Performance Share Units (18,000 underlying)
Footnotes (10)
- [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., a Delaware corporation (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.
- [F10]The 351,148 phantom performance share units will be paid in cash to the reporting person according to the following schedule: (i) one third of the phantom performance share units will be paid out at the Effective Time, (ii) one third of the phantom performance share units will be paid out on the first anniversary of the Effective Time and (iii) the remaining one third of the phantom performance share units will be paid out on the second anniversary of the Effective Time.
- [F2]Shares vest ratably over three years beginning on March 1, 2013.
- [F3]Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Company Restricted Stock held by the reporting person became fully vested (with the exception of Company Restricted Stock that is earned based on the achievement of performance goals, which instead became earned and vested in accordance with the terms of the applicable award agreement) and converted into the right to a cash payment with respect thereto equal to the product of (i) the total number of shares of Company Restricted Stock outstanding immediately prior to the Effective Time and (ii) $4.15, less any required withholding Taxes.
- [F4]Shares vest ratably over three years beginning on March 1, 2012.
- [F5]Shares vest ratably over three years beginning on September 21, 2011.
- [F6]These shares were acquired pursuant to a performance share unit agreement dated as of April 18, 2011 by and between the Company and the reporting person. Pursuant to that agreement, each performance share unit represents a contingent right to receive one share of Company Common Stock. The performance share units vest upon the Company achieving a certain three year cumulative earnings target.
- [F7]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 goals, 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.
- [F8]These shares were acquired pursuant to a performance share unit agreement dated as of February 29, 2012 by and between the Company and the reporting person. Pursuant to that agreement, each performance share unit represents a contingent right to receive one share of Company Common Stock. The performance share units vest upon the Company achieving a certain three year cumulative earnings target.
- [F9]Under an award agreement between Mr. Christian and the Company, under the Company's Executive Bonus Plan, the Company granted Mr. Christian on June 15, 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 award agreement unless certain performance criteria are met. The award is payable in cash. Mr. Christian's target award is 339,140 phantom performance share units and his maximum award is 401,405 phantom performance share units.
Documents
Issuer
EnergySolutions, Inc.
CIK 0001393744
Entity typeother
Related Parties
1- filerCIK 0001488059
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 4:10 PM ET
- Size
- 20.3 KB