4//SEC Filing
Sizmek Inc. 4
Accession 0001104659-16-147025
CIK 0001591877operating
Filed
Sep 27, 8:00 PM ET
Accepted
Sep 28, 10:34 AM ET
Size
11.5 KB
Accession
0001104659-16-147025
Insider Transaction Report
Form 4
Sizmek Inc.SZMK
Nguyen Neil
DirectorCEO & President & Director
Transactions
- Disposition from Tender
Common Stock
2016-09-27$3.90/sh−782,854$3,053,131→ 0 total - Disposition to Issuer
Restricted Stock Units
2016-09-27$3.90/sh−523,542$2,041,814→ 0 total→ Common Stock (523,542 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2016-09-27−138,357→ 0 total→ Common Stock (138,357 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 3, 2016 among the Issuer, Solomon Holding, LLC and Solomon Merger Subsidiary, Inc. ("Merger Subsidiary"), Merger Subsidiary commenced a tender offer (the "Offer") to purchase any and all of the outstanding shares of the Issuer's common stock at a price of $3.90 per share, payable net to the sellers thereof in cash, without interest and subject to any deduction or withholding of taxes required by applicable laws. The Reporting Person tendered his shares into the Offer and, after the expiration of the Offer at 12:00 midnight, New York City time, at the end of September 26, 2016, Merger Subsidiary accepted all of the tendered shares and the Reporting Person received the Offer price of $3.90 per share.
- [F2]The RSUs were granted to the Reporting Person pursuant to the Issuer's 2014 Incentive Award Plan. Each RSU represented a contingent right to receive one share of the issuer's common stock.
- [F3]Pursuant to the Merger Agreement, on September 27, 2016, each RSU that was outstanding as of the effective time of the merger (i) automatically vested in full and the restrictions thereon lapsed, and (ii) by virtue of the merger and without any action on the part of the Reporting Person, was cancelled immediately prior to the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares subject to such RSU and (b) $3.90 per share.
- [F4]Pursuant to the Merger Agreement, on September 27, 2016, each outstanding stock option that was unexercised as of the effective time of the merger (i) automatically vested in full, and (ii) by virtue of the merger and without any action on the part of the Reporting Person, was cancelled immediately prior to the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares subject to such stock option and (b) the excess, if any, of $3.90 per share less the exercise price per share of such stock option, subject to any applicable withholding or other taxes required by applicable law to be withheld in accordance with the Merger Agreement. Because the exercise price of all of the Reporting Person's stock options exceeded $3.90 per share all of the stock options were canceled and the Reporting Person received no cash payment.
Documents
Issuer
Sizmek Inc.
CIK 0001591877
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001591877
Filing Metadata
- Form type
- 4
- Filed
- Sep 27, 8:00 PM ET
- Accepted
- Sep 28, 10:34 AM ET
- Size
- 11.5 KB