4//SEC Filing
AIR METHODS CORP 4
Accession 0001140361-17-016341
CIK 0000816159operating
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 10:13 AM ET
Size
24.2 KB
Accession
0001140361-17-016341
Insider Transaction Report
Form 4
AIR METHODS CORPAIRM
Allen Michael D
Senior Vice President
Transactions
- Disposition to Issuer
Common Stock
2017-04-21$43.00/sh−25,870$1,112,410→ 0 total - Disposition to Issuer
Common Stock
2017-04-21$43.00/sh−19,055$819,365→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2017-04-21−18,974→ 0 totalExercise: $53.02Exp: 2019-08-06→ Common Stock (18,974 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2017-04-21−13,845→ 0 totalExercise: $36.17Exp: 2021-03-30→ Common Stock (13,845 underlying) - Disposition to Issuer
Restricted Stock Unit
2017-04-21−2,644→ 0 total→ Common Stock (2,644 underlying) - Disposition to Issuer
Performance Share Unit
2017-04-21−5,212→ 0 total→ Common Stock (5,212 underlying) - Disposition to Issuer
Performance Share Unit
2017-04-21−7,931→ 0 total→ Common Stock (7,931 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2017-04-21−18,419→ 0 totalExercise: $44.03Exp: 2020-02-05→ Common Stock (18,419 underlying) - Disposition to Issuer
Performance Share Unit
2017-04-21−5,411→ 0 total→ Common Stock (5,411 underlying)
Footnotes (8)
- [F1]Pursuant to the Agreement and Plan of Merger dated as of March 14, 2017 (the "Merger Agreement"), between the Company, ASP AMC Merger Sub, Inc., ("Purchaser") and ASP AMC Intermediate Holdings, Inc. ("Parent"), on April 21, 2017, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.06 per share, of the Company (each, a "Share") was cancelled and converted into the right to receive $43.00 in cash.
- [F2]Such Shares represent unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share").
- [F3]Pursuant to the Merger Agreement, by virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was cancelled and converted automatically into the right to receive $43.00 in cash, less any required withholding taxes.
- [F4]Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether or not then exercisable or vested, by virtue of the Merger and without any action by the holder, automatically became fully vested and was canceled immediately prior to, and contingent upon, the consummation of the Merger in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $43.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $43.00 was $0.
- [F5]Each Restricted Stock Unit ("RSU") represented the contingent right to receive one Share.
- [F6]Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $43.00 for each Share underlying the RSU, less any required withholding taxes.
- [F7]Each Performance Share Unit ("PSU") represented the contingent right to receive one Share.
- [F8]Pursuant to the Merger Agreement, each PSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became vested at "target level" and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $43.00 for each Share underlying the vested PSU, less any required withholding taxes.
Documents
Issuer
AIR METHODS CORP
CIK 0000816159
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000816159
Filing Metadata
- Form type
- 4
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 10:13 AM ET
- Size
- 24.2 KB