Whiting Ian Edward 4
4 · ARRIS International plc · Filed Apr 9, 2019
Insider Transaction Report
Form 4
Whiting Ian Edward
President, Enterprise Networks
Transactions
- Disposition to Issuer
Restricted Shares
2019-04-04−9,146→ 0 totalExercise: $0.00Exp: 2022-03-30→ Ordinary Shares (9,146 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−7,362→ 0 totalExercise: $0.00Exp: 2022-07-01→ Ordinary Shares (7,362 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−8,998→ 7,362 totalExercise: $0.00Exp: 2022-07-01→ Ordinary Shares (8,998 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−11,179→ 9,146 totalExercise: $0.00Exp: 2022-03-30→ Ordinary Shares (11,179 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−10,436→ 8,539 totalExercise: $0.00Exp: 2021-12-04→ Ordinary Shares (10,436 underlying) - Disposition to Issuer
Restricted Shares
2019-04-04−8,539→ 0 totalExercise: $0.00Exp: 2021-12-04→ Ordinary Shares (8,539 underlying) - Disposition to Issuer
Ordinary Shares
2019-04-11$31.75/sh−4,810$152,718→ 0 total
Footnotes (3)
- [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, 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.
- [F3]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.