Hayford Michael 4
4 · UniTek Global Services, Inc. · Filed Jun 12, 2012
Insider Transaction Report
Form 4
Hayford Michael
CEO, Pinnacle Div., BCI Comm.
Transactions
- Other
Common Stock
2012-05-15$3.65/sh+561,334$2,048,869→ 826,485 total
Footnotes (2)
- [F1]On May 15, 2012, the Reporting Person became entitled to receive 561,334 shares of the issuer's common stock pursuant to an earnout provision in the Asset Purchase Agreement, dated as of March 30, 2011, as amended on March 28, 2012 (the "Agreement"), by and among UniTek and Pinnacle Wireless, Inc. ("Pinnacle"), Current Flow Technologies Corporation ("CFT"), Michael Hayford ("Hayford"), Timothy Walters ("Walters"), Christopher Love ("Love"), Michael Rubenstein ("Rubenstein"), and Manny Medina ("Medina" and, together with Pinnacle, CFT, Hayford, Walters, Love and Rubenstein, the "Sellers"). The Agreement provided for earnout payments by the issuer to the Sellers of up to $30 million, consisting of a combination of cash and shares of the issuer's common stock, based on certain EBITDA measurements of the Pinnacle Division (as defined in the Agreement). (continued on Footnote 2)
- [F2]The number of shares issuable pursuant to the earnout right contained in the Agreement was determined on May 15, 2012, pursuant to a formula set forth in the Agreement which provided that, for the purpose of determining the number of shares issuable, the issuer's common stock would be valued at the volume-weighted average of the closing prices of the issuer's common stock as quoted on the Nasdaq Global Market for the twenty (20) days prior to the EBITDA measurement date giving rise to the earnout payment being made. The Reporting Person's right to receive additional shares became fixed and irrevocable on April 3, 2011, the date on which the acquisition of Pinnacle and CFT was completed.