4//SEC Filing
Nally Thomas A. 4
Accession 0001173431-20-000167
CIK 0001173431other
Filed
Oct 6, 8:00 PM ET
Accepted
Oct 7, 6:00 PM ET
Size
8.5 KB
Accession
0001173431-20-000167
Insider Transaction Report
Form 4
Nally Thomas A.
Exec. VP, inst'l svcs
Transactions
- Award
Common Stock
2020-10-05+418→ 225,701 total - Disposition to Issuer
Common Stock
2020-10-06−225,701→ 0 total
Footnotes (3)
- [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, (i) each outstanding TD Ameritrade time-vesting restricted stock unit award (RSU) (other than those outstanding under the TD Ameritrade Holding Corporation 2006 Directors Incentive Plan, as amended), whether vested or unvested, was converted into a Schwab RSU, with the number of underlying shares of Schwab common stock adjusted based on the Exchange Ratio, and (ii) each outstanding TD Ameritrade performance-vesting restricted stock unit (PSU) was converted into a Schwab RSU, with the number of underlying shares of Schwab common stock determined based on the greater of (x) the actual level of achievement of the applicable performance goals and (y) the target level and adjusted based on the Exchange Ratio. (Continued in footnote 3.)
- [F3]The converted TD Ameritrade RSUs, PSUs and TD Ameritrade Director RSUs otherwise remain subject to the same terms and conditions as applied immediately prior to the Effective Time.
Documents
Issuer
TD AMERITRADE HOLDING CORP
CIK 0001173431
Entity typeother
Related Parties
1- filerCIK 0001542230
Filing Metadata
- Form type
- 4
- Filed
- Oct 6, 8:00 PM ET
- Accepted
- Oct 7, 6:00 PM ET
- Size
- 8.5 KB