4//SEC Filing
MALUGEN JOE T 4
Accession 0001179110-04-016090
CIK 0000925178other
Filed
Aug 8, 8:00 PM ET
Accepted
Aug 9, 5:02 PM ET
Size
10.2 KB
Accession
0001179110-04-016090
Insider Transaction Report
Form 4
MALUGEN JOE T
DirectorChairman, CEO, President10% Owner
Transactions
- Other
Variable Contract
2004-03-08−46,946→ 0 total→ Common Stock - Other
Common Stock
2004-03-08−46,946→ 4,644,356 total
Footnotes (3)
- [F1]On 12/7/01, the reporting person entered into a variable stock purchase agreement (the "Agreement") with UBS Warburg LLC with respect to a maximim of 400,000 shares of common stock. The Agreement contemplates multiple specific transactions concerning tranches of shares of common stock. On 2/9/02, the reporting person entered into a specific transaction under the Agreement relating to a tranch of 56,167 shares of common stock (the "Base Amount") pursuant to which the reporting person became obligated to deliver on the third business day immediately following the Maturity Date (as defined below) a number of shares of common stock (or, at the option of the reporting person, the cash equivalent of such shares) based on the following:
- [F2](a) If the closing price (the "Final Price") of the common stock on 3/8/04 (the "Maturity Date") is less than $16.1802 per share (the "Floor Price"), the reporting person will deliver 56,167 shares; (b) if the Final Price is less than or equal to 19.4162 per share (the "Cap Price") but greater than or equal to the Floor Price, the reporting person will deliver a number of shares equal to the Floor Price/Final Price x 56,167; (c) if the Final Price is greater than the Cap Price, the reporting person will deliver a number of shares equal to ((Floor Price + (Final Price - Cap Price))/Final Price x 56,167. In consideration for the foregoing, the reporting person received $808,826. The reporting person pledged the amount of shares of common stock equal to the Base Amount to secure his obligation under the Agreement.
- [F3]The closing price of the common stock on the Maturity Date was $19.71. Accordingly, the reporting person delivered, pursuant to the terms of the specific transaction under the Agreement, 46,946 shares of common stock on 3/11/04. The reporting person was not obligated to deliver the remaining shares that were part of the Base Amount and subject to the specific transaction under the Agreement, and therefore retained those shares.
Documents
Issuer
MOVIE GALLERY INC
CIK 0000925178
Entity typeother
Related Parties
1- filerCIK 0001234621
Filing Metadata
- Form type
- 4
- Filed
- Aug 8, 8:00 PM ET
- Accepted
- Aug 9, 5:02 PM ET
- Size
- 10.2 KB