4//SEC Filing
FIRST MARBLEHEAD CORP 4
Accession 0001140361-16-077428
CIK 0001262279operating
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 4:28 PM ET
Size
13.3 KB
Accession
0001140361-16-077428
Insider Transaction Report
Form 4
Baumer William p
Managing Director
Transactions
- Disposition to Issuer
Common Stock
2016-08-22$5.05/sh−35,608$179,820→ 0 total - Disposition to Issuer
Restricted Stock Units
2016-08-22−15,000→ 0 total→ Common Stock (15,000 underlying) - Disposition to Issuer
Restricted Stock Units
2016-08-22−1,625→ 0 total→ Common Stock (1,625 underlying) - Disposition to Issuer
Restricted Stock Units
2016-08-22−20,000→ 0 total→ Common Stock (20,000 underlying)
Footnotes (5)
- [F1]On August 22, 2016, pursuant to the Agreement and Plan of Merger among the issuer, FP Resources USA Inc. (the "Parent") and FP Resources Acquisition Corp. (the "Transitory Subsidiary"), dated June 2, 2016 (the "Merger Agreement"), the Transitory Subsidiary merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of the Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares automatically converted into a right to receive $5.05 per share in cash.
- [F2]Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date.
- [F3]On August 16, 2013, the reporting person was granted 6,500 restricted stock units, vesting in four equal annual installments beginning on August 16, 2014, the first anniversary of the date of the grant. Pursuant to the terms of the Merger Agreement, 100% of the restricted stock units vested at the effective time of the Merger. Each such restricted stock unit that vested at the effective time of the Merger Agreement was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $5.05 per restricted stock unit.
- [F4]On September 1, 2014, the reporting person was granted 20,000 restricted stock units, vesting in four equal annual installments beginning on September 1, 2015, the first anniversary of the date of the grant. Pursuant to the terms of the Merger Agreement, 100% of the restricted stock units vested at the effective time of the Merger. Each such restricted stock unit that vested at the effective time of the Merger Agreement was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $5.05 per restricted stock unit.
- [F5]On November 30, 2015, the reporting person was granted 20,000 restricted stock units, vesting in four equal annual installments beginning on November 30, 2016, the first anniversary of the date of the grant. Pursuant to the terms of the Merger Agreement, 100% of the restricted stock units vested at the effective time of the Merger. Each such restricted stock unit that vested at the effective time of the Merger Agreement was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $5.05 per restricted stock unit.
Documents
Issuer
FIRST MARBLEHEAD CORP
CIK 0001262279
Entity typeoperating
Related Parties
1- filerCIK 0001262279
Filing Metadata
- Form type
- 4
- Filed
- Aug 21, 8:00 PM ET
- Accepted
- Aug 22, 4:28 PM ET
- Size
- 13.3 KB