RealD Inc. 4
4 · RealD Inc. · Filed Mar 24, 2016
Insider Transaction Report
Form 4
RealD Inc.RLD
Yang Vivian
EVP & General Counsel
Transactions
- Disposition to Issuer
Common Stock
2016-03-22$11.00/sh−66,284$729,124→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-03-22−15,000→ 0 totalExercise: $11.42Exp: 2024-06-03→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-03-22−110,155→ 0 totalExercise: $10.09Exp: 2024-09-16→ Common Stock (110,155 underlying) - Disposition to Issuer
Performance Stock Units
2016-03-22−31,250→ 0 total→ Common Stock (31,250 underlying)
Footnotes (4)
- [F1]On November 8, 2015 RealD Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rhombus Cinema Holdings, LLC, a Delaware limited liability company ("Purchaser") and Rhombus Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Purchaser ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of Purchaser as a result of the Merger that became effective on March 22, 2016. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), was cancelled and converted automatically into the right to receive a cash payment equal to $11.00 in cash, without interest.
- [F2]Represents previously unearned performance stock units. Pursuant to the Merger Agreement, as of the Effective Time, each performance stock unit, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock issuable upon conversion of such performance stock unit paid out at 100% of target multiplied by (ii) $11.00, less any applicable tax withholding.
- [F3]Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were cancelled.
- [F4]Pursuant to the Merger Agreement, as of the Effective Time, each option, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock subject to the option multiplied by (ii) the excess, if any, of $11.00 over the exercise price of the option, less any applicable tax withholding.