4//SEC Filing
Bisciotti Robert George Jr. 4
Accession 0001140361-22-012718
CIK 0001733186other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 5:54 PM ET
Size
18.1 KB
Accession
0001140361-22-012718
Insider Transaction Report
Form 4
Bisciotti Robert George Jr.
EVP Business Unit
Transactions
- Disposition to Issuer
Restricted Stock Units
2022-04-01−6,557→ 0 total→ Common Stock (6,557 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit (2021 Grant)
2022-04-01−6,731→ 0 total→ Common Stock (6,731 underlying) - Disposition to Issuer
Restricted Stock Units
2022-04-01−4,127→ 0 total→ Common Stock (4,127 underlying) - Disposition to Issuer
Restricted Stock Units
2022-04-01−11,692→ 0 total→ Common Stock (11,692 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit (2020 Grant)
2022-04-01−3,274→ 0 total→ Common Stock (3,274 underlying) - Disposition to Issuer
Common Stock
2022-04-01−6,357→ 0 total
Footnotes (10)
- [F1]On April 1, 2022, SSW HoldCo LP ("Buyers"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer, QUALCOMM Incorporated and SSW Merger Sub Corp, a direct, wholly owned subsidiary of Buyer ("Merger Sub"), dated as of October 4, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
- [F10]Reflects earned performance-based restricted stock units (PSs) that were granted in February 2021. PSs may be earned over a three-year performance period (January 1, 2021 - December 31, 2023) based on level of achievement of 1-year annual gross margin performance objectives. A portion of these PSs were previously earned.
- [F2]At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $37.00 in cash, without interest and subject to any required withholding taxes (the "Merger Consideration").
- [F3]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
- [F4]These RSUs were to vest on February 18, 2023.
- [F5]Each RSU, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU (including any shares of Issuer common stock in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration, subject to any applicable tax withholding.
- [F6]These RSUs were to vest on February 16, 2024.
- [F7]These RSUs were to vest on February 16, 2025.
- [F8]Reflects performance-based restricted stock units (PSs) that were granted in February 2020. PSs may be earned over a three-year performance period (January 1, 2020 - December 31, 2022) based on level of achievement of 1-year annual gross margin performance objectives. A portion of these PSs were previously earned.
- [F9]Each PS, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable tax withholding, equal to the product of (i) the number of shares of Issuer common stock underlying such PSs (including any shares of Issuer common stock in respect of dividend equivalent units credited thereon) determined based on the attainment of the applicable performance metrics at (x) the actual level of performance for any performance periods that have concluded prior to the date of the Merger Agreement, and (y) the greater of the target level of performance or actual level of performance measured through the closing of the Merger (as determined by the Issuer's Board of Directors), for any performance periods that would have otherwise concluded following the signing of the Merger Agreement, in each case, multiplied by (ii) the Merger Consideration.
Documents
Issuer
Veoneer, Inc.
CIK 0001733186
Entity typeother
Related Parties
1- filerCIK 0001820919
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 5:54 PM ET
- Size
- 18.1 KB