4//SEC Filing
MAGNETEK, INC. 4
Accession 0001140361-15-034238
CIK 0000751085operating
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 5:20 PM ET
Size
17.8 KB
Accession
0001140361-15-034238
Insider Transaction Report
Form 4
MCCORMICK PETER M
President & CEO
Transactions
- Award
Common Stock
2015-09-02+30,645→ 74,820 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-09-02−4,000→ 0 totalExercise: $36.10Exp: 2018-01-30→ Common Stock (4,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-09-02−20,547→ 0 totalExercise: $11.50Exp: 2020-08-24→ Common Stock (20,547 underlying) - Disposition to Issuer
Common Stock
2015-09-02$50.00/sh−159$7,950→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-09-02−30,000→ 0 totalExercise: $23.00Exp: 2018-10-31→ Common Stock (30,000 underlying) - Disposition to Issuer
Common Stock
2015-09-02$50.00/sh−74,820$3,741,000→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-09-02−7,647→ 0 totalExercise: $11.50Exp: 2020-08-24→ Common Stock (7,647 underlying)
Footnotes (3)
- [F1]On July 26, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Columbus McKinnon Corporation, a New York corporation ("Parent"), and Megatron Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), pursuant to which, on September 2, 2015, a number of performance shares determined as if the performance objectives applicable to the performance shares had been achieved at the target performance level vested in full resulting in the reporting person's acquisition of that number of shares of the Issuer's common stock.
- [F2]Pursuant to the Merger Agreement, Acquisition Sub commenced a tender offer to acquire all shares of the Issuer's common stock at a price per share of $50.00, and on September 2, 2015, Acquisition Sub accepted all shares of Issuer's common stock that were tendered and Parent subsequently made a cash payment in respect of all of the outstanding shares of the Issuer's common stock that were tendered. The reporting person reports disposition of shares tendered by the reporting person pursuant to the terms of the tender offer, which involved a change of control.
- [F3]The Merger Agreement contemplated a merger of Acquisition Sub with and into the Issuer following consummation of the tender offer. Pursuant to the Merger Agreement, each unexpired and unexercised option vested immediately prior to the consummation of the merger and was canceled in exchange for a cash payment per share equal to the difference between $50.00 and the exercise price of such option. Options with an exercise price of $50.00 per share or more were canceled and are not shown in Table II of this Report.
Documents
Issuer
MAGNETEK, INC.
CIK 0000751085
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000751085
Filing Metadata
- Form type
- 4
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 5:20 PM ET
- Size
- 17.8 KB