NV ENERGY, INC. 4
4 · NV ENERGY, INC. · Filed Dec 19, 2013
Insider Transaction Report
Form 4
BETHEL E KEVIN
VP & Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
2013-12-20$23.75/sh−51,592.866$1,225,331→ 0 total - Disposition to Issuer
Restricted Stock Units
2013-12-20$23.75/sh−10,534.09$250,185→ 0 totalExercise: $23.75→ Common Stock (10,534.09 underlying)
Footnotes (2)
- [F1]Disposed of pursuant to Agreement and Plan of Merger dated May 29, 2013 (the "Merger Agreement") among MidAmerican Energy Holdings Company, Silver Merger Sub, Inc. and NV Energy, Inc. ("NVE"), which provides for a cash payment of $23.75 per share of NVE Common Stock. Disposition of shares in merger was approved by NVE Board of Directors and is exempt under Rule 16b-3(e). Total includes shares acquired in NVE's Employee Stock Purchase Plan (208.601 on 5/31/2013 and 163.153 on 11/29/2013); and an increase of 21.167 shares as of 11/30/2013, held in the NVE 401K Plan. Both are "tax conditioned" plans within the meaning of Rule 16b-3(c). This total also includes 1,269.1 shares acquired from dividends reinvested on 3/20/2013, 6/19/2013 and 9/18/2013, pursuant to NVE's dividend reinvestment plan that meets exemption requirements of Rule 16a-11.
- [F2]Disposed of pursuant to the Merger Agreement, which provides that all outstanding Restricted Stock Units ("RSUs") shall become fully vested and be cancelled at the effective time of the merger and that each holder of RSUs shall receive cash in an amount equal to $23.75 times the number of RSUs held immediately prior to the effective time. Disposition of the RSUs in the merger was approved by NVE's Board of Directors and is exempt under Rule 16b-3(e). Total includes 534.09 shares representing dividend equivalent rights which were exempt from prior reporting due to the fact that NVE has maintained a dividend reinvestment plan that meets the requirements for the reporting exemption provided by Rule 16a-11.