4//SEC Filing
Karsan Nooruddin S 4
Accession 0001140361-12-049568
CIK 0001114714other
Filed
Dec 3, 7:00 PM ET
Accepted
Dec 4, 10:05 AM ET
Size
25.6 KB
Accession
0001140361-12-049568
Insider Transaction Report
Form 4
KENEXA CORPKNXA
Karsan Nooruddin S
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
COMMON STOCK
2012-12-03$46.00/sh−784,094$36,068,324→ 0 total - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2012-12-03$35.50/sh−100,000$3,550,000→ 0 totalExercise: $10.50Exp: 2020-02-17→ COMMON STOCK (100,000 underlying) - Gift
COMMON STOCK
2012-10-31−100,000→ 1,001,594 total - Other
COMMON STOCK
2012-12-03−150,000→ 784,094 total - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2012-12-03$41.26/sh−100,000$4,126,000→ 0 totalExercise: $4.74Exp: 2019-02-19→ COMMON STOCK (100,000 underlying) - Disposition to Issuer
COMMON STOCK
2012-12-03$46.00/sh−67,500$3,105,000→ 934,094 total - Other
CONTRACT TO SELL
2012-12-03−150,000→ 0 totalFrom: 2014-12-05Exp: 2015-12-05→ COMMON STOCK (150,000 underlying) - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2012-12-03$17.52/sh−100,000$1,752,000→ 0 totalExercise: $28.48Exp: 2022-02-27→ COMMON STOCK (100,000 underlying) - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2012-12-03$21.00/sh−100,000$2,100,000→ 0 totalExercise: $25.00Exp: 2021-02-16→ COMMON STOCK (100,000 underlying) - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2012-12-03$17.52/sh−100,000$1,752,000→ 0 totalExercise: $28.48Exp: 2022-02-27→ COMMON STOCK (100,000 underlying)
Footnotes (9)
- [F1]Bona fide gift for no consideration.
- [F2]In connection with a merger agreement between the Issuer and International Business Machines Corporation ("IBM"), this amount represents restricted stock units ("RSUs") that were fully accelerated and cancelled in exchange for a cash payment of $46.00 per share on the effective date of the merger.
- [F3]On November 15, 2011, Mr. Karsan entered into a variable post-paid forward contract (the "Contract") with Credit Suisse First Boston Capital LLC ("CSFB") relating to 150,000 shares of Common Stock, which expires on 12/05/2014 (the "Maturity Date"). The Contract provides that on the Maturity Date (or an earlier date if the Contract is terminated before the Maturity Date), Mr. Karsan will deliver, in the aggregate, a number of shares of Common Stock to CSFB (or the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor price of $25.9025, 150,000 shares of Common Stock; and (b) if the settlement price is equal to or greater than the downside floor price (with a cap price of $31.5866), between 123,007 and 150,000 shares of Common Stock (subject to adjustment for capital restructurings), dependent upon the settlement price. Pursuant to the Contract, Mr. Karsan has delivered 150,000 shares of Common Stock to CSFB to settle the Contract.
- [F4]Disposed of pursuant to the merger agreement in exchange for a cash payment of $46.00 per share on the effective date of the merger.
- [F5]This option was granted on November 25, 2008 and was fully vested on November 25, 2012. Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $9,200,250, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effective date of the merger.
- [F6]This option was granted on February 19, 2009 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $4,126,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
- [F7]This option was granted on February 17, 2010 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $3,550,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
- [F8]This option was granted on February 16, 2011 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $2,100,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
- [F9]This option was granted on February 27, 2012 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $1,752,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
Documents
Issuer
KENEXA CORP
CIK 0001114714
Entity typeother
Related Parties
1- filerCIK 0001326273
Filing Metadata
- Form type
- 4
- Filed
- Dec 3, 7:00 PM ET
- Accepted
- Dec 4, 10:05 AM ET
- Size
- 25.6 KB