DIGITALGLOBE, INC. 4
4 · DIGITALGLOBE, INC. · Filed Aug 2, 2013
Insider Transaction Report
Form 4
Faga Martin Clark
Director
Transactions
- Exercise/Conversion
Common Stock
2013-07-31+20,232→ 28,426 total - Exercise/Conversion
RSU
2013-07-31−20,232→ 0 totalExercise: $0.00→ Common Stock (20,232 underlying)
Footnotes (5)
- [F1]Restricted stock units ("RSU"s) convert into common stock on a one-for-one basis.
- [F2]Each RSU represents the right to receive, following vesting, one share of DigitalGlobe common stock. Vested RSUs convert into shares of common stock on a one RSU to one share basis six months after the Reporting Person separated from the GeoEye Board of Directors.
- [F3]On 1/31/2013, each award of GeoEye RSUs outstanding immediately prior to the consummation of the transactions contemplated by the Merger Agreement was converted into the right to receive, on the same terms and conditions as were applicable under such award immediately prior to the consummation of the transactions: (i) a maximum number of shares of DigitalGlobe common stock (rounded down to the nearest whole share) determined by multiplying the number of GeoEye shares subject to such award immediately prior to the Effective Time by 1.137, and (ii) a maximum amount of cash (rounded down to the nearest whole cent) determined by multiplying the number of GeoEye shares subject to such award immediately prior to the effective time by $4.10. Prior to the time of consummation of the transactions, the Reporting Person held 17,738 GeoEye RSUs.
- [F4]In a Form 4 filed on 2/4/2013, Reporting Person over-reported the actual number of RSUs received based on the number of GeoEye RSUs outstanding immediately prior to the consummation of the transaction contemplated by the Merger Agreement, by a de minimus number of shares. As a result, such shares were over-reported in the post-transaction amounts in table II, column 9 of that Form 4. No Forms 4 have been filed subsequent to that Form 4 reporting table II transactions. Beneficially owned shares are hereby updated in table II, columns 5 and 7 on this Form 4 to subtract such over-reported shares.
- [F5]Each DigitalGlobe RSU is subject to the same terms and conditions, including the applicable exercise dates and expiration dates, as were applicable under such award immediately prior to the consummation of the transactions.