Earnings Feed
Start Free
Home/Filings/4/0001140361-13-025118
4//SEC Filing

VIRGIN MEDIA INC. 4

Accession 0001140361-13-025118

CIK 0001270400operating
View on SEC.govCompany Profile

Filed

Jun 12, 8:00 PM ET

Accepted

Jun 13, 9:52 AM ET

Size

35.5 KB

Accession

0001140361-13-025118

Insider Transaction Report

Form 4
Period: 2013-06-07
VIRGIN MEDIA INC.VMED
OHARE EAMONN
SENIOR VICE PRESIDENT, FINANCE
Transactions
  • Award

    Common Stock

    2013-06-07$0.00/sh+33,236$3→ 222,341 total
  • Disposition to Issuer

    Common Stock

    2013-06-07−206,744→ 0 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2013-06-07−31,654→ 0 total
    Exercise: $24.34Exp: 2022-01-26→ Common Stock (31,654 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2013-06-07−19,647→ 0 total
    Exercise: $39.39Exp: 2023-01-24→ Common Stock (19,647 underlying)
  • Tax Payment

    Common Stock

    2013-06-07$50.29/sh−15,621$785,580→ 206,720 total
  • Exercise/Conversion

    Common Stock

    2013-06-07$17.12/sh+24$411→ 206,744 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2013-06-07−24→ 2,784 total
    Exercise: $17.12From: 2013-06-07Exp: 2020-01-07→ Common Stock (24 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2013-06-07−2,784→ 0 total
    Exercise: $17.12Exp: 2019-09-16→ Common Stock (2,784 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2013-06-07−390,000→ 0 total
    Exercise: $12.86Exp: 2019-09-16→ Common Stock (390,000 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2013-06-07−45,604→ 0 total
    Exercise: $12.86Exp: 2019-09-16→ Common Stock (45,604 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2013-06-07−42,711→ 0 total
    Exercise: $17.16Exp: 2020-01-07→ Common Stock (42,711 underlying)
  • Disposition to Issuer

    Sharesave Option (Right to Buy)

    2013-06-07−486→ 0 total
    Exp: 2014-05-01→ Common Stock (810 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2013-06-07−30,702→ 0 total
    Exercise: $25.31Exp: 2021-01-27→ Common Stock (30,702 underlying)
Footnotes (12)
  • [F1]The Virgin Media Inc. ("Virgin Media") common stock acquired represents the release of performance-related restricted stock units granted on January 7, 2010 under the Virgin Media 2010-2012 Long-Term Incentive Plan.
  • [F10]This option was granted under the Virgin Media Sharesave Plan and exchanged upon the Merger for an option, in respect of 0.4123 of a Class A LG plc ordinary share and 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 shares was also adjusted accordingly. The option under the Sharesave Plan matures and is exercisable beginning in November 2013.
  • [F11]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.
  • [F12]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 (as described in the Merger Agreement) on or prior to December 31, 2014.
  • [F2]Virgin Media entered into a net issuance transaction with the reporting person whereby Virgin Media withheld 15,621 shares with a value equal to the tax charge triggered by the transaction reported in (1) above. This is not a sale of shares to the open market; these shares were cancelled.
  • [F3]Exercise of a portion of an option granted under Virgin Media's UK tax-qualified Company Share Option Plan ("CSOP") pursuant to the reporting person's election to exercise such option prior to the Merger (as defined below). The remaining portion of the option granted under the CSOP which is fully exercisable was exchanged upon the Merger for an option to acquire LG plc Class A ordinary shares and LG plc Class C ordinary shares. The exercise price of the converted options was adjusted accordingly.
  • [F4]Disposed of in exchange for shares of a new parent company, Liberty Global plc ("LG plc"), upon consummation of the combination of 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, 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.
  • [F5]This option, a portion of which was vested and exercisable prior to the Merger and will become exercisable as to 78,000 shares on March 2, 2014 and 52,000 shares on November 2, 2014, 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]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.
  • [F7]The option, a portion of which was vested and exercisable prior to the Merger and for which 9,099 shares will vest on January 1 of 2014 and 2015, 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. 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.
  • [F8]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.
  • [F9]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 option was adjusted accordingly.

Documents

1 file

Issuer

VIRGIN MEDIA INC.

CIK 0001270400

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001270400

Filing Metadata

Form type
4
Filed
Jun 12, 8:00 PM ET
Accepted
Jun 13, 9:52 AM ET
Size
35.5 KB
View on SEC.gov