4//SEC Filing
GUITAR CENTER INC 4
Accession 0001179110-04-003955
CIK 0001021113operating
Filed
Feb 17, 7:00 PM ET
Accepted
Feb 18, 5:05 PM ET
Size
7.9 KB
Accession
0001179110-04-003955
Insider Transaction Report
Form 4
ALBERTSON MARTIN
DirectorChairman and CEO
Transactions
- Other
Contract
2004-02-17+0→ 0 total(indirect: see footnotes)→ Common Stock (450,000 underlying)
Footnotes (2)
- [F1]Mr. Albertson, through The Albertson Family Living Trust u/a/d 1993 (the "Trust"), a living trust created by Mr. Albertson and of which he and his spouse serve as co-trustees, entered into a variable prepaid forward contract (the "Contract") with Merrill Lynch, Pierce, Fenner, & Smith Incorporated ("Merrill Lynch"). Under the terms of the Contract, Merrill Lynch sold 450,000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 of the Securities Act of 1933, as amended. The Trust has received aggregate proceeds of $13,414,500.
- [F2]The Contract provides that on each of February 1, 2006 and February 15, 2006 (the "Settlement Dates"), the Trust will deliver a number of shares of Common Stock to Merrill Lynch (or, at the election of the Trust, the cash equivalent of such shares) as follows: (a) if the price of the Common Stock on each Settlement Date ("Settlement Price") is less than $ 31.77, a delivery of 225,000 shares; (b) if the Settlement Price is equal to or greater than $31.77 ("Downside Threshold") but less than or equal to $38.53 per share ("Upside Threshold"), a delivery of shares equal to the Downside Threshold/Settlement Price x 225,000; and (c) if the Settlement Price is greater than the Upside Threshold, a delivery of shares equal to (($31.77 + (Settlement Price - $38.53))/Settlement Price) x 225,000.
Documents
Issuer
GUITAR CENTER INC
CIK 0001021113
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001021113
Filing Metadata
- Form type
- 4
- Filed
- Feb 17, 7:00 PM ET
- Accepted
- Feb 18, 5:05 PM ET
- Size
- 7.9 KB