4//SEC Filing
George Zachary 4
Accession 0001179110-10-012567
CIK 0001016152other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 9:02 AM ET
Size
10.1 KB
Accession
0001179110-10-012567
Insider Transaction Report
Form 4
George Zachary
Director
Transactions
- Disposition to Issuer
Common stock
2010-08-12−22,551→ 0 total - Disposition to Issuer
Stock option (right to buy)
2010-08-12−1,250→ 0 totalExercise: $23.08Exp: 2020-01-04→ Common stock (1,250 underlying) - Disposition to Issuer
Common stock
2010-08-12−101,365→ 0 total(indirect: By LLC)
Footnotes (3)
- [F1]Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of April 18, 2010, as amended, by and among The GEO Group, Inc. ("GEO"), GEO Acquisition III, Inc., and Cornell Companies, Inc. (the "Merger Agreement"), in exchange for the right to receive at each stockholder's election and subject to certain limitations, either: (i) 1.3 shares of common stock of GEO, (ii) the right to receive cash consideration equal to $28.054, or (iii) a combination of cash and stock. If a Cornell stockholder failed to make an election or was not entitled to make an election, the holder received the stock consideration.
- [F2]The securities beneficially owned by FrontFour Capital Group, LLC (the "Adviser") are held directly by FrontFour Master Fund, Ltd. (the "Master Fund") and Distressed Securities & Special Situations-1 a series of Underlying Funds Trust (collectively with the Master Fund, the "Funds") which are advised and sub-advised, respectively, by the Adviser. The Adviser is deemed to be the indirect beneficial owner of the securities reported herein by reason of its position as investment adviser and sub-adviser of the Funds and may be deemed to be the indirect beneficial owner of such securities. Both the reporting person and the Adviser disclaim beneficial ownership of all such securities in excess of their actual pecuniary interest, if any.
- [F3]This option, which was fully vested, was assumed by GEO in the Merger and replaced with an option to purchase 1,625 shares of GEO common stock for $17.76 per share.
Documents
Issuer
CORNELL COMPANIES INC
CIK 0001016152
Entity typeother
Related Parties
1- filerCIK 0001333602
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 9:02 AM ET
- Size
- 10.1 KB