4//SEC Filing
Rosen Jack 4
Accession 0001140361-13-003400
CIK 0001374993other
Filed
Jan 27, 7:00 PM ET
Accepted
Jan 28, 5:20 PM ET
Size
11.1 KB
Accession
0001140361-13-003400
Insider Transaction Report
Form 4
NextWave Wireless Inc.WAVE.PK
Rosen Jack
Director
Transactions
- Disposition to Issuer
Common Stock Options (right to buy)
2012-02-16$0.83/sh+200,000$166,000→ 0 totalExercise: $0.17Exp: 2022-02-16→ Common Stock (200,000 underlying) - Disposition to Issuer
Common Stock
2013-01-24−11,904→ 0 total(indirect: By Phyllis Rosen) - Disposition to Issuer
Common Stock
2013-01-24−10,738→ 0 total - Disposition to Issuer
Common Stock
2013-01-24−1,190→ 0 total(indirect: By Daniel Rosen)
Footnotes (2)
- [F1]NextWave Wireless Inc. (the "Issuer") was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of August 1, 2012 (the "Merger Agreement"), by and among the Issuer, AT&T Inc. ("Parent"), and Rodeo Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). All shares of the Issuer's common stock, par value $0.007 per share ("Common Stock"), held by the Reporting Person were exchanged for merger consideration consisting of (i) $1.00 in cash per share of Common Stock, and (ii) one contingent payment right, representing a pro rata interest in an amount up to $25 million in an escrow account, which will be subject to reduction (including, to $0) in the event that indemnification claims or other amounts become payable to Parent, as described in the Merger Agreement.
- [F2]These options were cancelled in the Merger in exchange for a cash payment of $166,000 in the aggregate, representing the product of (x) the excess if any, of (A) $1.00 over (B) the per share exercise price of such option ($0.17 per share) and (y) the number of shares of Common Stock for which such option has not been previously exercised. All other stock options held by the Reporting Person were cancelled as of the Effective Time for no value.
Documents
Issuer
NextWave Wireless Inc.
CIK 0001374993
Entity typeother
Related Parties
1- filerCIK 0001367612
Filing Metadata
- Form type
- 4
- Filed
- Jan 27, 7:00 PM ET
- Accepted
- Jan 28, 5:20 PM ET
- Size
- 11.1 KB