4//SEC Filing
CITADEL BROADCASTING CORP 4
Accession 0001179110-07-013013
CIK 0001174527operating
Filed
Jun 13, 8:00 PM ET
Accepted
Jun 14, 5:51 PM ET
Size
10.4 KB
Accession
0001179110-07-013013
Insider Transaction Report
Form 4
FREEDLINE ROBERT G
Chief Financial Officer
Transactions
- Award
Stock Option (Right to Buy)
2007-06-12+63,625→ 345,072 totalExercise: $6.87Exp: 2016-05-25→ Common Stock (63,625 underlying) - Award
Stock Option (Right to Buy)
2007-06-12+55,756→ 400,828 totalExercise: $5.98Exp: 2017-05-25→ Common Stock (55,756 underlying)
Footnotes (4)
- [F1]Represents options to acquire shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), granted to Mr. Freedline in accordance with the terms of the Employment Agreement by and between the Issuer and Mr. Freedline dated May 25, 2006 (the "Employment Agreement"). These options reflect the adjustment pursuant to the Employment Agreement to the number of shares of Common Stock subject to the options granted to Mr. Freedline on May 26, 2006 and May 26, 2007 upon the payment by the Issuer of the special cash distribution to holders of record of Common Stock in connection with the transactions contemplated by the Merger Agreement dated as of February 6, 2006 and amended on November 19, 2006, by and among the Issuer, Alphabet Acquisition Corp., The Walt Disney Company and ABC Radio Holdings, Inc. (f/k/a ABC Chicago FM Radio, Inc.) (the "Merger Agreement"). The exercise price of these options was established in accordance with the terms of the Employment Agreement.
- [F2]Options become exercisable to the extent they have vested. 21,203 of the options were vested with respect to shares of Common Stock on the date of grant and the remaining options vest with respect to shares of Common Stock in two equal annual installments commencing on May 25, 2008, subject to terms and conditions that do not differ materially from the Issuer's Form of Stock Option Agreement for grants made under the Issuer's Amended and Restated 2002 Long-Term Incentive Plan.
- [F3]Includes options to acquire 150,000 shares of Common Stock granted to Mr. Freedline on May 26, 2006 and options to acquire 131,447 shares of Common Stock granted to Mr. Freedline on May 26, 2007 (collectively, the "Options"). Pursuant to the terms of the Employment Agreement, on June 12, 2007, upon the payment by the Issuer of the special cash distribution to holders of record of Common Stock in connection with the transactions contemplated by the Merger Agreement, the per share exercise price of each Option was adjusted in accordance with the formula contained in the Employment Agreement. As a result, the per share exercise price of the Options granted on May 26, 2006 is now $6.87, and the per share exercise price of the Options granted on May 26, 2007 is now $5.98.
- [F4]Options become exercisable to the extent they have vested. Options vest with respect to shares of Common Stock in three equal annual installments commencing on May 25, 2008, subject to terms and conditions that do not differ materially from the Issuer's Form of Stock Option Agreement for grants made under the Issuer's Amended and Restated 2002 Long-Term Incentive Plan.
Documents
Issuer
CITADEL BROADCASTING CORP
CIK 0001174527
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001174527
Filing Metadata
- Form type
- 4
- Filed
- Jun 13, 8:00 PM ET
- Accepted
- Jun 14, 5:51 PM ET
- Size
- 10.4 KB