4//SEC Filing
AEROFLEX HOLDING CORP. 4
Accession 0001144204-13-037737
CIK 0001487990operating
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 12:06 PM ET
Size
11.1 KB
Accession
0001144204-13-037737
Insider Transaction Report
Form 4
Wactlar Edward
Senior VP & General Counsel
Transactions
- Exercise/Conversion
Common Stock, par value $.01 per share
2013-07-01+9,690→ 24,919 total - Exercise/Conversion
Restricted Stock Units
2013-07-01−9,690→ 19,380 total→ Common Stock (9,690 underlying) - Tax Payment
Common Stock, par value $.01 per share
2013-07-01$7.89/sh−3,582$28,262→ 21,337 total
Holdings
- 65,000(indirect: See Note)
Common Stock, par value $.01 per share
Footnotes (4)
- [F1]Represents 9,690 shares acquired as a result of the vesting of restricted stock units awarded on November 21, 2011 and 3,582 shares withheld to satisfy Reporting Person's tax withholding obligation.
- [F2]These shares of Common Stock are held directly by VGG Holding LLC ("VGG") and are owned indirectly by the Reporting Person by virtue of the Reporting Person's Class B-1 membership interests in VGG. Pursuant to the terms of the limited liability company operating agreement governing VGG, the holders of Class B-1 membership interests are entitled to receive a percentage of all distributions, if any, made by VGG after (x) the holders of Class A membership interests in VGG have received a return of their invested capital plus a 12% per annum internal rate of return (compounded annually) on their invested capital, and (y) certain members of Aeroflex Holding Corp.'s management that received Class A interests in VGG for their capital contributions to VGG have received a special distribution in the aggregate amount of approximately $3.2 million, together with a 12% per annum internal rate of return (compounded annually).
- [F3]Each restricted stock unit granted under the Issuer's 2011 Omnibus Incentive Plan represents a contingent right to receive one share of the Issuer's Common Stock.
- [F4]As previously reported, on November 21, 2011, the reporting person was granted 48,450 restricted stock units ("RSUs"), 20% of which vested on each of November 21, 2011, July 1, 2012 and July 1, 2013 (the "Third Vesting Date") (as reflected in Table I above). The RSUs shall continue to vest to the extent of 20% of the RSUs on each of the next two anniversaries of the Third Vesting Date, subject to the reporting person's continued employment in good standing with the Issuer.
Documents
Issuer
AEROFLEX HOLDING CORP.
CIK 0001487990
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001487990
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 12:06 PM ET
- Size
- 11.1 KB