4//SEC Filing
Vermeulen Renaat Hubert Irene 4
Accession 0001140361-12-034922
CIK 0001402366other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 9:52 PM ET
Size
15.5 KB
Accession
0001140361-12-034922
Insider Transaction Report
Form 4
Vermeulen Renaat Hubert Irene
See Remarks
Transactions
- Disposition to Issuer
Restricted Stock Units
2012-07-31−125,000→ 0 totalExercise: $0.00→ Common Shares (0 underlying) - Award
Employee Stock Options (Right to Buy)
2012-07-31+400,000→ 400,000 totalExercise: $7.88Exp: 2020-08-05→ Common Shares (400,000 underlying) - Award
Restricted Stock Units
2012-07-31+360,000→ 360,000 totalExercise: $0.00→ Common Shares (360,000 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2012-07-31−400,000→ 0 totalExercise: $10.00Exp: 2020-08-05→ Common Shares (0 underlying)
Footnotes (8)
- [F1]This option was exercisable with respect to 319,000 common shares and would have become exercisable with respect to 20,000 common shares on July 11, 2013.
- [F2]On July 31, 2012, the issuer cancelled, pursuant to the issuer's option exchange program, all outstanding options granted to the reporting person. In exchange, the reporting person received an option for 400,000 shares, having an exercise price of $7.88.
- [F3]Each restricted stock unit represented the right to receive one common share in accordance with the terms and conditions of the LVB Acquisition, Inc. Restricted Stock Unit Plan and the reporting person's restricted stock unit grant agreement. All restricted stock units would have vested in full on May 31, 2016; provided that up to 25% of the restricted stock units may have vested earlier on each of May 31, 2012, May 31, 2013, May 31, 2014 and May 31, 2015, to the extent certain liquidity events had occurred prior to such date.
- [F4]Any restricted stock unit that had not become vested prior to the date the reporting person's employment was terminated for any reason would have expired on such date; provided that if the reporting person's employment was terminated without cause or with good reason (each as defined in the LVB Acquisition, Inc. Restricted Stock Unit Plan) during the two year period following a change in control of LVB Acquisition, Inc., all of such reporting person's unvested restricted stock units would have become vested as of the date of such termination of employment.
- [F5]On July 31, 2012, the issuer cancelled, pursuant to the issuer's restricted stock unit exchange program, all outstanding restricted stock units granted to the reporting person. In exchange, the reporting person received 360,000 restricted stock units.
- [F6]The option provides for vesting with respect to 21,000 of the common shares on July 11, 2013, and for vesting with respect to 20,000 common shares on each of July 11, 2013, July 11, 2014, and July 11, 2015 provided that certain performance targets are met. All other options are currently exercisable.
- [F7]Each restricted stock unit represents the right to receive one common share in accordance with the terms and conditions of the 2012 LVB Acquisition, Inc. Restricted Stock Unit Plan and the reporting person's restricted stock unit grant agreement. 120,000 of the restricted stock units vest to the extent certain liquidity events have occurred; provided that any restricted stock units that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date.
- [F8]240,000 of the restricted stock units vest ten percent (10%) upon the grant date; ten percent (10%) on January 1, 2013; ten percent (10%) on January 1, 2014; ten percent (10%) on June 1, 2014; ten percent (10%) on January 1, 2015; ten percent (10%) upon on June 1, 2015; ten percent (10%) on January 1, 2016; fifteen percent (15%) on June 1, 2016; and fifteen percent (15%) on January 1, 2017; provided that any restricted stock units that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date unless the reporting person's employment is terminated without cause or with good reason (each as defined in the LVB Acquisition, Inc. 2012 Restricted Stock Unit Plan) during the two year period following a change in control of LVB Acquisition, Inc., in which event all of such reporting person's unvested restricted stock units shall become vested as of the date of such termination of employment.
Documents
Issuer
LVB Acquisition, Inc.
CIK 0001402366
Entity typeother
Related Parties
1- filerCIK 0001536812
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 9:52 PM ET
- Size
- 15.5 KB