AEROFLEX HOLDING CORP. 4
4 · AEROFLEX HOLDING CORP. · Filed Nov 19, 2013
Insider Transaction Report
Form 4
Wactlar Edward
Senior VP & General Counsel
Transactions
- Exercise/Conversion
Restricted Stock Units
2013-11-16−1,615→ 1,615 total→ Common Stock (1,615 underlying) - Exercise/Conversion
Common Stock, par value $.01 per share
2013-11-16+1,615→ 22,952 total - Tax Payment
Common Stock, par value $.01 per share
2013-11-16$6.83/sh−597$4,078→ 22,355 total
Holdings
- 65,000(indirect: See Note)
Common Stock, par value $.01 per share
Footnotes (4)
- [F1]Represents 1,615 shares acquired as a result of the vesting of restricted stock units awarded on November 21, 2011 and 597 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, Reporting Person was granted 4,845 restricted stock units ("RSUs") designated as "Time-Based Units," one-third (1/3) of which vested on each of November 16, 2012 and November 16, 2013 (as reflected in Table I above). The remaining RSUs shall vest on November 16, 2014, subject to the Reporting Person's continued employment in good standing with the Issuer.