4//SEC Filing
VIRGIN MEDIA INC. 4
Accession 0001140361-13-025090
CIK 0001270400operating
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 6:35 PM ET
Size
30.0 KB
Accession
0001140361-13-025090
Insider Transaction Report
Form 4
BARRON ANDREW
Chief Customer & Oper. Officer
Transactions
- Disposition to Issuer
Common Stock
2013-06-07−9,343→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2013-06-07−10,593→ 0 totalExercise: $12.51Exp: 2018-04-13→ Common Stock (10,593 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2013-06-07−27,778→ 0 totalExercise: $24.34Exp: 2022-01-26→ Common Stock (27,778 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2013-06-07−300,000→ 0 totalExercise: $13.55Exp: 2018-03-16→ Common Stock (300,000 underlying) - Disposition to Issuer
Depositary Interest Shares
2013-06-07−709→ 0 total - Disposition to Issuer
Common Stock
2013-06-07−10,680→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (Right to Buy)
2013-06-07−27,855→ 0 totalExercise: $17.16Exp: 2020-01-06→ Common Stock (27,855 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2013-06-07−25,063→ 0 totalExercise: $25.31Exp: 2021-01-27→ Common Stock (25,063 underlying) - Disposition to Issuer
Depositary Interest Shares
2013-06-07−717→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (Right to Buy)
2013-06-07−77,955→ 0 totalExercise: $8.73Exp: 2019-06-11→ Common Stock (77,955 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2013-06-07−19,647→ 0 totalExercise: $39.39Exp: 2023-01-24→ Common Stock (19,647 underlying)
Footnotes (9)
- [F1]Disposed of in exchange for shares of a new parent company, Liberty Global plc ("LG plc"), upon consummation of the combination of Virgin Media Inc. ("Virgin Media") and Liberty Global Inc. under LG plc (the "Merger") pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended (the "Merger Agreement"), at an exchange rate of one share of common stock of Virgin Media for 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash.
- [F2]The Virgin Media shares underlying these depositary interest shares were exchanged for shares of LG plc upon consummation of the Merger pursuant to the Merger Agreement, at an exchange rate of one share of common stock of Virgin Media for 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash.
- [F3]The option had become fully exercisable prior to the Merger and was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of such converted options was adjusted accordingly.
- [F4]The option, a portion of which was vested and exercisable prior to the Merger and a portion of which was subject to accelerated vesting in connection the Merger, was exchanged for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was adjusted accordingly.
- [F5]This option, which was exercisable as to 15,599 shares prior to the Merger and will be exercisable as to an additional 6,128 shares on each of January 1, 2014 and January 1, 2015, was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014.
- [F6]This option, which was exercisable as to 20% of the shares on January 1, 2013 and will be exercisable as to an additional 20% on each January 1 thereafter until fully vested, was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was adjusted accordingly. Vesting and settlement of such converted awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014.
- [F7]This option, which will be exercisable in five equal installments beginning on January 1, 2014 and each January 1 thereafter until fully vested, was exchanged upon the Merger for two options, the first exercisable for 0.4123 of a Class A LG plc ordinary share and the second exercisable for 0.3077 of a Class C LG plc ordinary share, in each case multiplied by the number of Virgin Media shares of common stock for which the Virgin Media option was exercisable. The exercise price of the converted options was also adjusted accordingly.
- [F8]This option equivalent interest, which includes the associated supplementary award, was granted under the Joint Stock Ownership Plan ("JSOP"), a subplan of the Virgin Media 2010 Stock Incentive Plan. Under the JSOP, the Reporting Person holds a shared ownership interest with a trustee in the shares underlying the option equivalent interest.
- [F9]The JSOP option vested as to 20% of the shares on each of January 1, 2012 and January 1, 2013 and will continue to vest as to an additional 20% on each January 1 thereafter until fully vested. With effect from the Merger, each share in trust underlying the option equivalent interest was exchanged for the Merger consideration of 0.2582 of a Class A LG plc ordinary share and 0.1928 of a Class C LG plc ordinary share and $17.50 in cash, and the shared ownership interest is an interest in the Merger consideration. Vesting of such awards will accelerate if the Reporting Person is subject to an involuntary termination of employment (as described in the Merger Agreement) on or prior to December 31, 2014.
Documents
Issuer
VIRGIN MEDIA INC.
CIK 0001270400
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001270400
Filing Metadata
- Form type
- 4
- Filed
- Jun 11, 8:00 PM ET
- Accepted
- Jun 12, 6:35 PM ET
- Size
- 30.0 KB