DALEY MICHAEL JOHN 4
4 · WADDELL & REED FINANCIAL INC · Filed Apr 30, 2021
Insider Transaction Report
Form 4
DALEY MICHAEL JOHN
VP - CAO, IR and Treasurer
Transactions
- Disposition to Issuer
Class A Common
2021-04-30−7,821→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-04-30−8,178→ 0 total→ Class A Common (8,178 underlying) - Disposition to Issuer
Restricted Stock Units
2021-04-30−2,047→ 0 total→ Class A Common (2,047 underlying) - Disposition to Issuer
Restricted Stock Units
2021-04-30−2,047→ 0 total→ Class A Common (2,047 underlying) - Disposition to Issuer
Restricted Stock Units
2021-04-30−2,110→ 0 total→ Class A Common (2,110 underlying)
Footnotes (3)
- [F1]On April 30, 2021, pursuant to the Agreement and Plan of Merger, dated as of December 2, 2020 (the "Merger Agreement"), by and among Waddell & Reed Financial, Inc. (the "Company"), Macquarie Management Holdings, Inc. ("Parent"), Merry Merger Sub, Inc. ("Merger Sub"), and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
- [F2](Continued from footnote 1) Pursuant to the Merger Agreement, each share of Class A Common Stock of the Company, par value $0.01 (the "Company Common Stock"), (including each share of restricted Company Common Stock which vested immediately prior to the effective time of the Merger (the "Effective Time")) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock directly owned and held by Parent or Merger Sub) was converted into the right to receive $25.00 per share in cash, without interest (the "Merger Consideration") and subject to any withholding of taxes required by applicable law in accordance with the Merger Agreement.
- [F3]Pursuant to the Merger Agreement, each outstanding restricted stock unit was terminated and cancelled as of immediately prior to the Effective Time and converted into the right to receive a cash payment equal to (i) (A) the Merger Consideration, multiplied by (B) the number of shares of Company Common Stock subject to such restricted stock unit immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights under such restricted stock unit, net of any taxes withheld pursuant to the Merger Agreement.