4//SEC Filing
DIVITA CHARLES III 4
Accession 0001140361-11-049813
CIK 0001010247other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 12:21 PM ET
Size
17.3 KB
Accession
0001140361-11-049813
Insider Transaction Report
Form 4
DIVITA CHARLES III
Chief Financial Officer
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2011-10-19$21.75/sh−5,625$122,327→ 0 totalExercise: $20.25Exp: 2015-01-20→ Common Stock (5,625 underlying) - Disposition to Issuer
Common Stock
2011-10-19−6,086→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
2011-10-19−44,219→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2011-10-19$26.63/sh−12,603$335,668→ 0 totalExercise: $15.37Exp: 2013-12-12→ Common Stock (12,603 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-10-19$15.75/sh−13,165$207,401→ 0 totalExercise: $26.25Exp: 2017-01-08→ Common Stock (13,165 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-10-19$18.49/sh−8,773$162,186→ 0 totalExercise: $23.51Exp: 2016-01-06→ Common Stock (8,773 underlying)
Footnotes (7)
- [F1]Includes 5,716 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 186 shares deemed to have been acquired pursuant to the FPIC Insurance Group, Inc. Employee Stock Purchase Plan, under which the election to participate was made beginning in 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]Represents the equivalent number of shares held as units for reporting person's account by the Company's 401(k) plan.
- [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 $15.366 per share in cash. The option vested in equal installments on December 12, 2004, 2005 and 2006.
- [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 $20.253 per share in cash. The option vested in equal installments on January 20, 2006, 2007 and 2008.
- [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 $23.513per share in cash. The option vested in equal installments on January 6, 2007, 2008 and 2009.
- [F7]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 0001347535
Filing Metadata
- Form type
- 4
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 12:21 PM ET
- Size
- 17.3 KB