4//SEC Filing
Whalen Daniel T 4
Accession 0001127602-19-015030
CIK 0001645494other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 9:58 PM ET
Size
24.4 KB
Accession
0001127602-19-015030
Insider Transaction Report
Form 4
Whalen Daniel T
PRESIDENT, NETWORK AND CLOUD
Transactions
- Disposition to Issuer
Restricted Shares
2019-04-04−18,725→ 0 totalExercise: $0.00→ Ordinary Shares (18,725 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−6,031→ 4,934 totalExercise: $0.00Exp: 2020-07-07→ Ordinary Shares (6,031 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−5,150→ 4,213 totalExercise: $0.00Exp: 2021-03-29→ Ordinary Shares (5,150 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−9,314→ 7,621 totalExercise: $0.00Exp: 2022-03-30→ Ordinary Shares (9,314 underlying) - Disposition to Issuer
Ordinary Shares
2019-04-04$31.75/sh−23,160$735,330→ 0 total - Disposition to Issuer
Restricted Shares
2019-04-04−4,934→ 0 totalExercise: $0.00Exp: 2020-07-07→ Ordinary Shares (4,934 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−7,621→ 0 totalExercise: $0.00Exp: 2022-03-30→ Ordinary Shares (7,621 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−33,870→ 0 totalExercise: $0.00→ Ordinary Shares (33,870 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−4,213→ 0 totalExercise: $0.00Exp: 2021-03-29→ Ordinary Shares (4,213 underlying)
Footnotes (6)
- [F1]Pursuant to the terms of that certain Bid Conduct Agreement (the "Acquisition Agreement") between ARRIS International plc ("ARRIS") and CommScope Holding Company, Inc. ("CommScope"), CommScope agreed to acquire all of the issued and to be issued Ordinary Shares of ARRIS (the "Acquisition") for $31.75 per Ordinary Share by means of a court-sanctioned scheme of arrangement (the "Scheme"). On April 4, 2019, at the effective time of the Scheme (the "Effective Time"), each Ordinary Share then outstanding was automatically transferred from ARRIS shareholders in accordance with the Scheme and the Acquisition Agreement to CommScope, and the ARRIS shareholders ceased to have any rights with respect to their Ordinary Shares, except their right to receive $31.75 per Ordinary Share. This represents shares disposed of upon consummation of the Acquisition.
- [F2]At the Effective Time, this performance-based restricted stock unit grant, which provided for vesting between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period, was deemed to have satisfied its performance-based vesting conditions at the target level, and was cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of Ordinary Shares subject to such performance-based restricted stock units.
- [F3]This restricted stock unit grant does not have a date of expiration, but will fully vest pursuant to the predetermined vesting schedule.
- [F4]At the Effective Time, this performance-based restricted stock unit grant, which provided for vesting between 0 and 200% of the grant amount based on the Company's shareholder return as compared to the NASDAQ Composite shareholder return over a three-year measurement period, was deemed to have satisfied its performance-based vesting conditions at a level that results in performance vesting at 150% of the target level, and was cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of Ordinary Shares subject to such performance-based restricted stock units.
- [F5]At the Effective Time, 55% of the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting in four equal annual installments beginning one year from the date of grant, were cancelled and converted into the right to receive cash equal to $31.75 multiplied by the number of restricted stock units being so cancelled and converted.
- [F6]At the Effective Time, 45% of the Ordinary Shares subject to this restricted stock unit grant, which provided for vesting in four equal annual installments beginning one year from the date of grant, were assumed and converted into restricted stock units denominated in shares of CommScope Common Stock equal to (i) the number of restricted stock units being so converted multiplied by (ii) an exchange ratio, (A) the numerator of which is $31.75 and (B) the denominator of which is the volume-weighted average price per share of CommScope's Common Stock for the 20 trading days prior to the Effective Time of $22.0581, but otherwise remained subject to the original terms and vesting schedule associated with such assumed restricted stock unit.
Documents
Issuer
ARRIS International plc
CIK 0001645494
Entity typeother
Related Parties
1- filerCIK 0001689876
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 9:58 PM ET
- Size
- 24.4 KB