4//SEC Filing
PEARL DAVID N 4
Accession 0001144204-12-069493
CIK 0000351903other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 7:10 AM ET
Size
11.1 KB
Accession
0001144204-12-069493
Insider Transaction Report
Form 4
PEARL DAVID N
Executive Vice President
Transactions
- Other
Common Stock
2012-12-20−500,000→ 0 total(indirect: By GRAT) - Other
Common Stock
2012-12-20−250,238→ 80,475 total - Other
Common Stock
2012-12-20−14,900→ 0 total(indirect: By Trust)
Holdings
- 765,138(indirect: By Trust)
Common Stock
Footnotes (5)
- [F1]The reporting person transferred 250,238 shares to the Pearl 2012 Family Trust u/a/d December 19, 2012 (the "Trust"). Mr. Pearl is the Settlor of the Trust and continues to have power to vote and dispose of the shares.
- [F2]The reporting person's family trust transferred 14,900 shares to the Pearl 2012 Family Trust u/a/d December 19, 2012 (the "Trust"). Mr. Pearl is the Settlor of the Trust and continues to have power to vote and dispose of the shares.
- [F3]The reporting person's GRAT transferred 500,000 shares to the Pearl 2012 Family Trust u/a/d December 19, 2012 (the "Trust"). Mr. Pearl is the Settlor of the Trust and continues to have power to vote and dispose of the shares.
- [F4]The reporting person is a party to the Voting and Support Agreement, dated December 6, 2012 (the "Voting Agreement"), with The Toronto-Dominion Bank ("TD"), which was entered into in connection with the Agreement and Plan of Merger, dated as of December 6, 2012, among Epoch Holding Corporation, TD and Empire Merger Sub, Inc. Pursuant to the Voting Agreement, the reporting person has agreed, among other things: (i) to vote the shares held by him in favor of the adoption of the Merger Agreement and against any alternative proposal; and (continued on footnote 5)
- [F5](ii) not to transfer any shares, subject to certain exceptions, including an exception permitting the reporting person to transfer shares in connection with bona fide estate and tax planning purposes to the reporting person's immediate family or to any trust established for the benefit of the reporting person and/or one or more members of the reporting person's immediate family, subject to the transferee agreeing in writing (in form and substance reasonably acceptable to TD) to be bound by the terms of the Voting Agreement. The shares covered by this report were transferred pursuant to such exception and each of the transferees has agreed to be bound by the terms of the Voting Agreement.
Documents
Issuer
EPOCH HOLDING CORP
CIK 0000351903
Entity typeother
Related Parties
1- filerCIK 0001293770
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 7:10 AM ET
- Size
- 11.1 KB