4//SEC Filing
Johnson Thomas P Jr 4
Accession 0001123292-12-000291
CIK 0001063254other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 6:03 PM ET
Size
25.2 KB
Accession
0001123292-12-000291
Insider Transaction Report
Form 4
S1 CORP /DE/SONE
Johnson Thomas P Jr
Director
Transactions
- Disposition from Tender
Common Stock
2012-02-10−42,000→ 4,500 total - Disposition to Issuer
Common Stock
2012-02-13−4,500→ 0 total - Exercise/Conversion
Common Stock
2012-02-13+10,500→ 10,500 total - Disposition to Issuer
Common Stock
2012-02-13−10,500→ 0 total - Exercise/Conversion
Phantom Stock
2012-02-13−10,500→ 0 total→ Common Stock (10,500 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2012-02-13$5.42/sh−15,000$81,270→ 0 totalExercise: $4.86From: 2007-11-01Exp: 2016-11-01→ Common Stock (15,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2012-02-13$4.23/sh−10,000$42,280→ 0 totalExercise: $6.05Exp: 2020-06-05→ Common Stock (10,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2012-02-13$3.90/sh−16,000$62,368→ 0 totalExercise: $6.38Exp: 2018-05-28→ Common Stock (16,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2012-02-13$3.16/sh−10,000$31,580→ 0 totalExercise: $7.12Exp: 2019-06-11→ Common Stock (10,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2012-02-13$2.27/sh−15,000$34,020→ 0 totalExercise: $8.01From: 2008-05-25Exp: 2017-05-25→ Common Stock (15,000 underlying)
Footnotes (8)
- [F1]Disposed of pursuant to the terms of the Transaction Agreement, dated as of October 3, 2011 (the "Transaction Agreement"), by and among S1 Corporation, ACI Worldwide, Inc. and Antelope Investment Co. LLC in exchange for (i) $10.00 in cash or (ii) 0.3148 of a share of ACI Worldwide, Inc. common stock, subject to proration, per share. Mr. Johnson elected to tender all of his shares of S1 Corporation common stock for stock consideration, which as of February 10, 2012 (the date ACI Worldwide, Inc. accepted all shares tendered in the tender offer) had a market value of $10.50 per share.
- [F2]Disposed of pursuant to the terms of the Transaction Agreement in exchange for 1,345 shares of ACI Worldwide, Inc. common stock having a market value of $35.47 per share on the trading day immediately prior to the effective time of the merger.
- [F3]Each share of phantom stock was the economic equivalent of one share of common stock. Pursuant to the terms of the Transaction Agreement, each share of phantom stock was entitled to receive $6.62 in cash and 0.1064 of a share of ACI Worldwide, Inc. common stock, for a total market value of $10.278 per share as of the effective time of the merger.
- [F4]This option was cancelled in the merger in exchange for a cash payment of $81,270, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
- [F5]This option, which previously vested in four equal installments ending on April 1, 2011, was cancelled in the merger in exchange for a cash payment of $42,280, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
- [F6]This option, which previously vested in four equal installments ending on January 1, 2009, was cancelled in the merger in exchange for a cash payment of $62,368, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
- [F7]This option, which previously vested in four equal installments ending on April 1, 2010, was cancelled in the merger in exchange for a cash payment of $31,580, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
- [F8]This option was cancelled in the merger in exchange for a cash payment of $34,020, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
Documents
Issuer
S1 CORP /DE/
CIK 0001063254
Entity typeother
Related Parties
1- filerCIK 0001342224
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 6:03 PM ET
- Size
- 25.2 KB