4//SEC Filing
B/E AEROSPACE INC 4
Accession 0001127602-17-014710
CIK 0000861361operating
Filed
Apr 12, 8:00 PM ET
Accepted
Apr 13, 3:48 PM ET
Size
8.2 KB
Accession
0001127602-17-014710
Insider Transaction Report
Form 4
KHOURY AMIN J
DirectorChairman & CEO
Transactions
- Award
Common Stock
2017-04-13+94,319→ 380,406 total - Disposition to Issuer
Common Stock
2017-04-13−380,406→ 0 total
Footnotes (2)
- [F1]This amount represents shares acquired as a result of performance-based restricted stock units becoming fully vested pursuant to the Merger Agreement (as defined below).
- [F2]In connection with the acquisition of B/E Aerospace, Inc. ("B/E Aerospace") by Rockwell Collins, Inc. ("Rockwell Collins"), pursuant to the Agreement and Plan of Merger, dated as of October 23, 2016, by and among B/E Aerospace, Rockwell Collins, and Quarterback Merger Sub Corp., (the "Merger Agreement") on April 13, 2017, the reporting person received $34.10 in cash, 0.3101 of a share of Rockwell Collins common stock, and cash in lieu of any fractional shares (collectively, the "Merger Consideration") for each share of B/E Aerospace common stock, other than restricted stock awards, owned by the reporting person. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement. Pursuant to the Merger Agreement: (i) each unvested restricted stock unit became fully vested immediately prior to the Effective Time, with each such restricted stock unit subject to performance conditions vesting at maximum level, and was then immediately cancelled thereafter in exchange for the right to receive a cash payment equal to the Merger Consideration multiplied by the number of shares subject to each such restricted stock unit; and (ii) each unvested restricted stock award granted became fully vested immediately prior to the Effective Time, with each such restricted stock award subject to performance conditions vesting at maximum level, and was then immediately cancelled thereafter in exchange for the right to receive a cash payment equal to the Merger Consideration multiplied by the number of shares subject to each such restricted stock award. This amount represented, as of immediately prior to the Effective Time, 130,015 shares of common stock held by the reporting person that were not subject to an equity award, 80,906 shares subject to outstanding restricted stock awards, and 169,485 shares subject to outstanding restricted stock unit awards.
Documents
Issuer
B/E AEROSPACE INC
CIK 0000861361
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000861361
Filing Metadata
- Form type
- 4
- Filed
- Apr 12, 8:00 PM ET
- Accepted
- Apr 13, 3:48 PM ET
- Size
- 8.2 KB