Mann Thomas Kelly 4
4 · MEDIWARE INFORMATION SYSTEMS INC · Filed Nov 13, 2012
Insider Transaction Report
Form 4
Mann Thomas Kelly
DirectorCEO and President
Transactions
- Disposition to Issuer
Common Stock
2012-11-09$22.00/sh−284,309$6,254,798→ 50,000 total - Disposition to Issuer
Stock Option (Right to Buy)
2012-11-09$12.89/sh−100,000$1,289,000→ 0 totalExercise: $9.11From: 2011-07-01Exp: 2015-07-01→ Common Stock (100,000 underlying) - Disposition to Issuer
Common Stock
2012-11-09$25.78/sh−50,000$1,289,000→ 0 total
Footnotes (3)
- [F1]Disposed of pursuant to merger of issuer and Project Ruby Merger Corp. in exchange for a cash payment of $22.00 per share.
- [F2]Of these shares of restricted stock, 12,500 shares were to vest on 6/30/2013 if the price of the issuer's common stock had increased ten percent (10%) from the prior fiscal year and 37,500 shares were to vest upon the filing of the issuer's 2013 Form 10-K if the issuer's Board of Directors determined that the performance metrics setting out the vesting requirements for each respective tranche were achieved. These shares of restricted stock were terminated on the effective date of the merger in exchange for a cash payment equal to two times the difference between $22.00 and $9.11 for each share.
- [F3]These options were to vest annually ratably beginning 7/01/2011. Each option was canceled pursuant to the merger agreement between issuer and Project Ruby Parent Corp. and Project Ruby Merger Corp. in exchange for a cash payment representing the amount by which $22.00 exceeds the exercise price of the option multiplied by the number of shares for which the option is exercisable.