4//SEC Filing
Knudsen John L 4
Accession 0001127602-11-017712
CIK 0000094610other
Filed
May 26, 8:00 PM ET
Accepted
May 27, 1:25 PM ET
Size
12.9 KB
Accession
0001127602-11-017712
Insider Transaction Report
Form 4
Knudsen John L
SrVP Supply Chain &Board Sales
Transactions
- Disposition to Issuer
Common Stock
2011-05-27−2,565→ 0 total - Disposition to Issuer
Common Stock
2011-05-27−27→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option
2011-05-27−112,480→ 0 totalExercise: $20.74From: 2011-07-01Exp: 2017-07-01→ Common Stock (112,480 underlying) - Disposition to Issuer
Restricted Stock Units
2011-05-27−35,520→ 0 total
Footnotes (5)
- [F1]Not Applicable.
- [F2]Options were priced at the average of the closing prices on the New York Stock Exchange for the 30 calendar days following the listing date of the underlying common stock.
- [F3]Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was assumed by Rock-Tenn and converted into an option to purchase a number of shares of Rock-Tenn common stock equal to the product of (i) the number of shares of Smurfit-Stone common stock subject to the option and (ii) the equity award exchange ratio, rounded down to the nearest whole share. The per share exercise price for Rock-Tenn common stock issuable upon the exercise of such assumed stock option will be equal to (i) the per share exercise price of Smurfit-Stone common stock at which the option was exercisable immediately prior to the effective time of the merger divided by (ii) the equity award exchange ratio, rounded up to the nearest whole cent. The equity award exchange ratio is the sum of (x) 0.30605 and (y) the quotient of $17.50 divided by the average, rounded to the nearest one ten thousandth, of the closing sale prices of RockTenn common stock on the NYSE as reported by The Wall Street Journal for the five full trading days immediately preceding, but not including, the date on which the merger becomes effective.
- [F4]Pursuant to the merger agreement and the terms of the underlying Smurfit-Stone Equity Incentive Plan pursuant to which these Restricted Stock Units were granted each outstanding Restricted Stock Unit denominated in shares of the Issuer's common stock that remained outstanding immediately prior to the effective time of the Merger and was granted prior to January 23, 2011, was vested and was converted into the right to receive $17.50 in cash and 0.30605 of a share of Rock-Tenn common stock.
- [F5]Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was assumed by Rock-Tenn and converted into an option to purchase a number of shares of Rock-Tenn common stock equal to the product of (i) the number of shares of Smurfit-Stone common stock subject to the option and (ii) the equity award exchange ratio, rounded down to the nearest whole share. The per share exercise price for Rock-Tenn common stock issuable upon the exercise of such assumed stock option will be equal to (i) the per share exercise price of Smurfit-Stone common stock at which the option was exercisable immediately prior to the effective time of the merger divided by (ii) the equity award exchange ratio, rounded up to the nearest whole cent.
Documents
Issuer
SMURFIT-STONE CONTAINER Corp
CIK 0000094610
Entity typeother
Related Parties
1- filerCIK 0001342354
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 1:25 PM ET
- Size
- 12.9 KB