SMURFIT-STONE CONTAINER Corp 4
4 · SMURFIT-STONE CONTAINER Corp · Filed May 27, 2011
Insider Transaction Report
Form 4
CREWS TERRELL K
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2011-05-27−7,233→ 0 total - Disposition to Issuer
Restricted Stock Units
2011-05-27−1,716→ 991 total - Disposition to Issuer
Restricted Stock Units
2011-05-27−991→ 0 total
Footnotes (3)
- [F1]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.
- [F2]Not Applicable.
- [F3]Pursuant to the terms of the merger agreement and the amendments to the applicable award agreements, these Restricted Stock Units (which were granted after January 23, 2011), were converted into a restricted stock unit award, on the same terms and conditions applicable to such Restricted Stock Unit award immediately prior to the effective time of the Merger (including applicable vesting requirements), with respect to a number of shares of Rock-Tenn common stock that is equal to the number of shares of the Issuer's common stock subject to the award prior to the effective time of the Merger multiplied by the Equity Award Exchange Ratio, rounded to the nearest whole share. 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.