4//SEC Filing
Giacalone Peter Allen 4
Accession 0001144204-10-063006
CIK 0000826773other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 7:26 PM ET
Size
9.4 KB
Accession
0001144204-10-063006
Insider Transaction Report
Form 4
Giacalone Peter Allen
DirectorChairman and President
Transactions
- Conversion
Series B Convertible Preferred Stock
2010-11-16−96→ 0 total→ Common Stock (60,051 underlying) - Conversion
Common Stock
2010-11-16+60,051→ 142,195 total
Footnotes (3)
- [F1]The 60,051 shares of Common Stock were issued upon the conversion of 96 shares of Series B Convertible Preferred Stock (the "Series B Preferred"). Each share of the Series B Preferred is convertible at any time, at the option of the holder thereof, into shares of Common Stock. According to its terms, each share of Series B Preferred is (i) convertible into 50 shares of common stock, subject to standard structural anti-dilution adjustments for stock splits, dividends and similar events, and (ii) entitled to a two-for-one liquidation preference in certain circumstances, including the current conversion. In order to facilitate the registered public offering of shares of Common Stock pursuant to the Company's Registration Statement on Form S-1 (Commission File No. 333-168854) (the "Offering"), the holders of the Series B Preferred agreed to convert their stock into shares of Common Stock upon the consummation of the Offering
- [F2]The Offering was consummated on November 16, 2010. As an inducement to agree to such conversion, the Company agreed to modify the conversion price, while also giving effect to the two-for-one liquidation preference, such that the conversion price represented a 6.5% discount to the offering price to the public of the Common Stock in the Offering. All shares of Series B Preferred were automatically converted to shares of Common Stock pursuant to these terms. All share numbers give effect to the one-for-28 reverse split of the Common Stock, which was effected on November 9, 2010.
- [F3]Includes 39,286 shares of Common Stock owned prior to the conversion and vested options to purchase 42,858 shares of Common Stock. 40% of these options become exercisable only when the closing price per share of the Common Stock is equal to or greater than $84.00 for twenty consecutive trading days on which at least 179 shares of Common Stock are traded, as reported on the principal exchange on which the Common Stock is then traded.
Documents
Issuer
UniTek Global Services, Inc.
CIK 0000826773
Entity typeother
Related Parties
1- filerCIK 0001481121
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 7:26 PM ET
- Size
- 9.4 KB