BOAKAI ROBERT 4

Accession 0001144204-11-009608

CIK 0000313353other

View on SEC.gov Company Profile

Filed

Feb 16, 7:00 PM ET

Accepted

Feb 17, 4:54 PM ET

Size

11.8 KB

Accession

0001144204-11-009608

Insider Transaction Report

Form 4

Period: 2011-02-15

Paradigm Holdings, IncPDHO

BOAKAI ROBERT

Vice President

Transactions

Award
Stock Appreciation Right
2011-02-15+1→ 1 total
From: 2011-02-15Exp: 2017-02-15→ Common Stock

Footnotes (11)

[F1]The exercise price (the "Exercise Price") of the Warrant (as defined below) with respect to the 1X Threshold Shares (as defined below), the 2X Threshold Shares (as defined below) and the 3X Threshold Shares (as defined below) is $0.081586 per share of Common Stock (as defined below) and with respect to the 4X Threshold Shares (as defined below) is $0.163172 per share of Common Stock.
[F10]Generally, payment in respect of the Warrant if exercised on a Liquidity Date shall be made in a cash and shall equal an amount determined by multiplying (i) times (ii): (i) is the number of shares of Common Stock with respect to which the Warrant is being exercised; and (ii) is the excess of (A) the Fair Market Value (as defined in the Warrant) of one share of Common Stock on the date of exercise, over (B) the Exercise Price.
[F11]In the event of the Company terminates the grantee's employment, or the grantee's employment is terminated by reason of death or disability, within six months prior to the Liquidity Date, the Warrant will remain outstanding and eligible to vest until the Liquidity Date. Except as set forth in the immediately preceding sentence, in the event any other termination of employment for any reason, the Warrant shall automatically be cancelled and terminate and be of no further force or effect.
[F2]The Stock Appreciation Right is in the form of a warrant (the "Warrant") that shall be exercised automatically upon the occurrence of a Liquidity Event (as defined in the Warrant), with respect to that number of shares that would equal 1.83% of the shares of common stock ("Common Stock"), par value $.01 per share of the Company that are outstanding as of the Liquidity Date (as defined in the Warrant) (the "Target Shareholding Percentage"), subject to the terms and conditions set forth in the Warrant.
[F3]The aggregate number of shares of Common Stock for which the Warrant shall be vested and automatically exercised on the Liquidity Date shall be equal to: (a) in the event the 1X Threshold (as defined below) has been achieved on or prior to the Liquidity Date, such number of shares of Common Stock equal to the product of (i) 50% and (ii) the Target Shareholding Percentage of the shares of Common Stock as of the Exercise Date (such number of shares, the "1X Threshold Shares") plus
[F4](b) solely in the event the 2X Threshold (as defined below) has been achieved on or prior to the Liquidity Date, such number of shares of Common Stock equal to the product of (i) 16.65% and (ii) the Target Shareholding Percentage of the shares of Common Stock as of the Exercise Date (such number of shares, the "2X Threshold Shares"); plus
[F5](c) solely in the event the 3X Threshold (as defined below) has been achieved on or prior to the Liquidity Date, such number of shares of Common Stock equal to the product of (i) 16.65% and (ii) the Target Shareholding Percentage of the shares of Common Stock as of the Exercise Date (such number of shares, the "3X Threshold Shares"); plus
[F6](d) solely in the event the 4X Threshold (as defined below) has been achieved on or prior to the Liquidity Date, such number of shares of Common Stock equal to the product of (i) 16.7% and (ii) the Target Shareholding Percentage of the shares of Common Stock as of the Exercise Date (such number of shares, the "4X Threshold Shares").
[F7]If the 1X Threshold has not been achieved on or prior to the Liquidity Date, the Warrant shall automatically be cancelled effective as of the Liquidity Date, and thereafter the grantee shall not be entitled to any right, benefit or entitlement with respect to the Warrant.
[F8]For purposes of this description: (a) "1X Threshold" means the cumulative receipt by Investor (as defined in the Warrant) with respect to the aggregate Investor Investment (as defined in the Warrant) of an amount equal to the Investor Return (as defined in the Warrant), (b) "2X Threshold" means the cumulative receipt by Investor with respect to the aggregate Investor Investment of an amount equal to two (2) times the Investor Return,
[F9](c) "3X Threshold" means the cumulative receipt by Investor with respect to the aggregate Investor Investment of an amount equal to three (11) times the Investor Return and (d) "4X Threshold" means the cumulative receipt by Investor with respect to the aggregate Investor Investment of an amount equal to four (4) times the Investor Return.

Documents

1 file

4
v211908_ex.xmlPrimary

Issuer

Paradigm Holdings, Inc

CIK 0000313353

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Entity typeother

Related Parties

filerCIK 0001462142

Filing Metadata

Form type: 4
Filed: Feb 16, 7:00 PM ET
Accepted: Feb 17, 4:54 PM ET
Size: 11.8 KB

View on SEC.gov