4//SEC Filing
MILLER IRENE R 4
Accession 0001173431-20-000163
CIK 0001173431other
Filed
Oct 6, 8:00 PM ET
Accepted
Oct 7, 5:59 PM ET
Size
6.7 KB
Accession
0001173431-20-000163
Insider Transaction Report
Form 4
MILLER IRENE R
Director
Transactions
- Disposition to Issuer
Common Stock
2020-10-06−15,195→ 0 total
Footnotes (2)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019 (as amended, the "Merger Agreement"), by and among The Charles Schwab Corporation ("Schwab"), Americano Acquisition Corp., a wholly owned subsidiary of Schwab ("Merger Sub"), and TD Ameritrade Holding Corporation ("TD Ameritrade"), pursuant to which Merger Sub merged with and into TD Ameritrade, with TD Ameritrade continuing as the surviving corporation and as a wholly owned subsidiary of Schwab (the "Merger"), on October 6, 2020 (the "Closing Date"). Pursuant to the Merger Agreement, each share of TD Ameritrade common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares held by Schwab, TD Ameritrade or The Toronto-Dominion Bank and its affiliates) was converted into the right to receive 1.0837 shares (the "Exchange Ratio") of Schwab common stock (the "Merger Consideration"). (Continued in footnote 2.)
- [F2]The closing price per share of Schwab common stock on the NYSE on the Closing Date was $36.75. In addition, pursuant to the Merger Agreement, at the Effective Time, each outstanding TD Ameritrade time-vesting restricted stock unit (including each deferred restricted stock unit award and each stock unit issued in respect of deferred cash fees) outstanding under the TD Ameritrade 2006 Directors Incentive Plan, as amended from time to time, (a "TD Ameritrade Director RSU") was vested (if unvested) and converted into the right to receive the Merger Consideration, as if such TD Ameritrade Director RSU had been settled immediately prior to the Effective Time.
Documents
Issuer
TD AMERITRADE HOLDING CORP
CIK 0001173431
Entity typeother
IncorporatedNY
Related Parties
1- filerCIK 0001038849
Filing Metadata
- Form type
- 4
- Filed
- Oct 6, 8:00 PM ET
- Accepted
- Oct 7, 5:59 PM ET
- Size
- 6.7 KB