4//SEC Filing
FOSTER WHEELER AG 4
Accession 0001144204-14-068026
CIK 0001130385operating
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 6:06 AM ET
Size
13.8 KB
Accession
0001144204-14-068026
Insider Transaction Report
Form 4
Malcolm John M.
Director
Transactions
- Disposition from Tender
Stock Option (Right to Buy)
2014-11-13−2,278→ 0 totalExercise: $23.17From: 2012-03-08Exp: 2018-08-13→ Common Registered Shares (2,278 underlying) - Disposition from Tender
Common Registered Shares
2014-11-13−7,611→ 0 total - Disposition from Tender
Restricted Stock Units (Right to Acquire)
2014-11-13−3,566→ 0 totalFrom: 2015-03-08Exp: 2015-03-08→ Common Registered Shares (3,566 underlying) - Disposition from Tender
Stock Option (Right to Buy)
2014-11-13−3,887→ 0 totalExercise: $23.25From: 2013-03-08Exp: 2019-03-08→ Common Registered Shares (3,887 underlying)
Footnotes (7)
- [F1]The reporting person received (as per such person's election) for each common registered share of Foster Wheeler AG tendered to AMEC plc ("AMEC"): (i) $32.00 in cash or (ii) 1.7996 AMEC securities, in the form of AMEC ordinary shares, par value (pound)0.50 per share ("AMEC Shares"), or American Depositary Shares representing such number of AMEC Shares ("AMEC ADSs"), subject in each case to proration and less any taxes required to be withheld.
- [F2]1-for-1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common registered shares.
- [F3]Granted on March 5, 2014 pursuant to the Omnibus Incentive Plan. Restricted stock units were to fully vest on March 8, 2015. Pursuant to the Plan, and the related award agreement, the unvested restricted stock units fully vested upon the termination of the reporting person's service as a director of Foster Wheeler AG and the Offer Closing, as defined in the Implementation Agreement by and between Foster Wheeler AG and AMEC plc, dated 13 February 2014 (as amended from time to time, the "Implementation Agreement").
- [F4]In accordance with the Plan and as approved by Foster Wheeler AG's Board of Directors, prior to the issuance of any replacement awards as set forth in the Implementation Agreement, this derivative security was satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG closing price the day before the tender offer closing], minus applicable withholding taxes.
- [F5]Granted on March 8, 2012 pursuant to Foster Wheeler AG Omnibus Plan. Options fully vested on March 8, 2013 and were to expire on March 8, 2019.
- [F6]In accordance with the Implementation Agreement, this derivative security was satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG closing price the day before the tender offer closing), minus the exercise price and applicable withholding taxes.
- [F7]Granted on August 12, 2011 pursuant to Foster Wheeler AG Omnibus Plan. Options fully vested on March 8, 2012 and were to expire on August 13, 2018.
Documents
Issuer
FOSTER WHEELER AG
CIK 0001130385
Entity typeoperating
IncorporatedSwitzerland
Related Parties
1- filerCIK 0001130385
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 6:06 AM ET
- Size
- 13.8 KB