4//SEC Filing
BYERS JOHN R 4
Accession 0001140361-11-049811
CIK 0001010247other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 12:15 PM ET
Size
15.5 KB
Accession
0001140361-11-049811
Insider Transaction Report
Form 4
BYERS JOHN R
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
2011-10-19−107,644→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2011-10-19$18.49/sh−17,546$324,373→ 0 totalExercise: $23.51Exp: 2016-01-06→ Common Stock (17,546 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-10-19$15.75/sh−81,672$1,286,661→ 0 totalExercise: $26.25Exp: 2017-01-08→ Common Stock (81,672 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-10-19$26.63/sh−3,064$81,607→ 0 totalExercise: $15.37Exp: 2013-12-12→ Common Stock (3,064 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-10-19$21.75/sh−22,500$489,308→ 0 totalExercise: $20.25Exp: 2015-01-20→ Common Stock (22,500 underlying)
Footnotes (6)
- [F1]Includes 25,926 restricted shares issued under the issuer's Omnibus Incentive Plan the restrictions on which lapsed immediately prior to the effective time of the Merger pursuant to the Merger Agreement. Also includes 172 shares deemed to have been acquired pursuant to the FPIC Insurance Group, Inc. Employee Stock Purchase Plan, under which the election to particpate was made beginning January 2011. The deemed acquisition is exempt from Section 16(b) pursuant to Rule 16(b)-3(c).
- [F2]Pursuant to the Agreement and Plan of Merger between the issuer, The Doctors Company and Fountain Acquisition Corp. (the "Merger Agreement"), these shares were converted into the right to receive $42.00 per share in cash immediately prior to the effective time of the Merger (the "Merger") of Fountain Acquisition Corp. with and into the issuer.
- [F3]Pursuant to the Merger Agreement, this option was cancelled immediately prior to the effective time of the Merger exchange for an amount in cash equal to the product of (i) the number of shares for which this option had been exercisable and (ii) the excess of $42.00 per share over the exercise price of $15.366 per share in cash. The option vested in equal installments on December 12, 2004, 2005 and 2006.
- [F4]Pursuant to the Merger Agreement, this option was cancelled immediately prior to the effective time of the Merger exchange for an amount in cash equal to the product of (i) the number of shares for which this option had been exercisable and (ii) the excess of $42.00 per share over the exercise price of $20.253 per share in cash. The option vested in equal installments on January 20, 2006, 2007 and 2008.
- [F5]Pursuant to the Merger Agreement, this option was cancelled immediately prior to the effective time of the Merger exchange for an amount in cash equal to the product of (i) the number of shares for which this option had been exercisable and (ii) the excess of $42.00 per share over the exercise price of $23.513 per share in cash. The option vested in equal installments on January 6, 2007, 2008 and 2009.
- [F6]Pursuant to the Merger Agreement, this option was cancelled immediately prior to the effective time of the Merger exchange for an amount in cash equal to the product of (i) the number of shares for which this option had been exercisable and (ii) the excess of $42.00 per share over the exercise price of $26.246 per share in cash. The option vested in equal installments on January 8, 2008, 2009 and 2010.
Documents
Issuer
FPIC INSURANCE GROUP INC
CIK 0001010247
Entity typeother
Related Parties
1- filerCIK 0001180816
Filing Metadata
- Form type
- 4
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 12:15 PM ET
- Size
- 15.5 KB