DAWSON OPERATING CO 4
4 · DAWSON OPERATING CO · Filed Feb 12, 2015
Insider Transaction Report
Form 4
Thomas James W
Vice President
Transactions
- Disposition to Issuer
Common Stock $0.33 1/3 par value
2015-02-11−22,991→ 0 total - Disposition to Issuer
Stock Options (right to buy)
2015-02-11−5,000→ 0 totalExercise: $18.91Exp: 2018-12-02→ Common Stock (5,000 underlying)
Footnotes (4)
- [F1]Disposed of pursuant to the merger (the "Merger") of Dawson Operating Company, previously known as Dawson Geophysical Company ("Old Dawson") with a subsidiary of Dawson Geophysical Company, previously known as TGC Industries, Inc. ("New Dawson") whereby each share of Old Dawson common stock, par value $0.33 1/3 per share, was converted into 1.760 shares of New Dawson common stock, par value $0.01 per share, having a market value based on the closing price of one share of New Dawson common stock on NASDAQ on the effective date of the Merger of $5.85 (as adjusted to reflect New Dawson's 1-for-3 reverse stock split, which occurred immediately prior to the Merger) per share and a cash payment being made for any fractional shares.
- [F2]Includes 7,932 Restricted Stock Units, which are convertible at a rate of 1 unit for 1 share of Old Dawson common stock, par value $0.33 1/3 per share. Each such unit was disposed of pursuant to the Merger in exchange for 1.760 corresponding units of New Dawson, subject to the same terms and conditions.
- [F3]Includes 9,000 Restricted Stock Grants, which are convertible at a rate of 1 restricted share for 1 share of Old Dawson common stock, par value $0.33 1/3 per share. Each such restricted share was disposed of pursuant to the Merger in exchange for 1.760 corresponding restricted shares of New Dawson, subject to the same terms and conditions.
- [F4]This option, which was vested, was assumed by New Dawson pursuant to the Merger and replaced with an option to purchase 8,800 shares of New Dawson common stock for $10.75 per share.