4//SEC Filing
Wagner Thomas Anderson 4
Accession 0001140361-23-035894
CIK 0001824734other
Filed
Jul 23, 8:00 PM ET
Accepted
Jul 24, 5:27 PM ET
Size
15.4 KB
Accession
0001140361-23-035894
Insider Transaction Report
Form 4
Wagner Thomas Anderson
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2023-07-20$0.26/sh−2,036,268$529,430→ 0 totalExercise: $1.14Exp: 2030-11-04→ Class A Common Stock (2,036,268 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-07-20$0.26/sh−620,816$161,412→ 0 totalExercise: $1.14Exp: 2030-11-04→ Class A Common Stock (620,816 underlying) - Disposition to Issuer
Class A Common Stock
2023-07-20−4,709,752→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2023-07-20$0.26/sh−215,478$56,024→ 0 totalExercise: $1.14Exp: 2030-12-09→ Class A Common Stock (215,478 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-07-20$0.26/sh−2,317,441$602,535→ 0 totalExercise: $1.14Exp: 2030-12-09→ Class A Common Stock (2,317,441 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of March 24, 2023 (the "Merger Agreement"), by and among the Issuer, SoftBank Group Corp., a Japanese kabushiki kaisha ("SoftBank"), and Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank ("Merger Sub"), on July 20, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of SoftBank (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was automatically converted into the right to receive cash in the amount of $1.40, without interest and less any applicable withholding taxes.
- [F2]This option, which provided for vesting as to 25% of the underlying shares of Class A Common Stock on September 1, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter, was canceled in the Merger and converted into the right to receive a cash payment of $529,429.68, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).
- [F3]This option, which provided for vesting as to 33.33% of the underlying shares on attainment of a performance milestone on July 21, 2021, and with respect to the remaining shares upon the attainment of certain additional performance milestones, was canceled in the Merger and converted into the right to receive a cash payment of $161,412.16, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).
- [F4]This option, which provided for vesting as to 25% of the underlying shares of Class A Common Stock on December 9, 2021, and with respect to the remaining shares in 36 equal monthly installments thereafter, was canceled in the Merger and converted into the right to receive a cash payment of $56,024.28, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).
- [F5]This option, which provided for vesting as to 33.33% of the underlying shares on attainment of a performance milestone on July 21, 2021, and with respect to the remaining shares upon the attainment of certain additional performance milestones, was canceled in the Merger and converted into the right to receive a cash payment of $602,534.66, representing the difference between the exercise price of the option and the merger consideration ($1.40 per share, in cash, without interest).
Documents
Issuer
Berkshire Grey, Inc.
CIK 0001824734
Entity typeother
Related Parties
1- filerCIK 0001873216
Filing Metadata
- Form type
- 4
- Filed
- Jul 23, 8:00 PM ET
- Accepted
- Jul 24, 5:27 PM ET
- Size
- 15.4 KB