PENN ENGINEERING & MANUFACTURING CORP 4
4 · PENN ENGINEERING & MANUFACTURING CORP · Filed May 31, 2005
Insider Transaction Report
Form 4
SARNESE WILLIAM E
Corporate Controller
Transactions
- Disposition to Issuer
Common Stock, $.01 par value
2005-05-25−818,003→ 0 total - Disposition to Issuer
Employee Stock Option
2005-05-25−7,600→ 0 totalExercise: $9.19From: 1997-12-04Exp: 2006-12-04→ Common Stock (7,600 underlying) - Disposition to Issuer
Employee Stock Option
2005-05-25−15,000→ 0 totalExercise: $12.81From: 1998-12-16Exp: 2007-12-12→ Common Stock (15,000 underlying)
Footnotes (2)
- [F1]Sale of Stock: Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2005, as amended as of May 10, 2005, by and among PEM Holding Co., PN Merger Sub, Inc. and Penn Engineering & Manufacturing Corp. (the &Company&), each issued and outstanding share of the Company's common stock and class A common stock has been converted as of the effective time of the merger into the right to receive $18.25 in cash, without interest, except for shares for which appraisal rights have been perfected under Delaware law.
- [F2]Cash-Out of Stock Options: Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2005, as amended as of May 10, 2005, by and among PEM Holding Co., PN Merger Sub, Inc. and Penn Engineering & Manufacturing Corp. (the &Company&), this option was canceled in exchange for a cash payment of $18.25 by the Company, representing the difference between the exercise price of the option and the $18.25 per share merger consideration.