SMITH SCOTT W 4

4 · LEARNING CARE GROUP, INC · Filed Jan 12, 2006

Form 4

Period: 2006-01-10

VP Human Resources

Transactions

Other
Common Stock
2006-01-10$7.50/sh−67,595$506,963→ 0 total
Other
Employee Stock Option-Right to Purchase
2006-01-10$6.60/sh−27,000$178,200→ 0 total
Exercise: $0.90Exp: 2009-05-07→ Common Stock (27,000 underlying)
Other
Employee Stock Option-Right to Purchase
2006-01-10$5.38/sh−26,900$144,722→ 0 total
Exercise: $2.12Exp: 2009-08-02→ Common Stock (26,900 underlying)
Other
Employee Stock Option-Right to Purchase
2006-01-10$3.64/sh−15,000$54,615→ 0 total
Exercise: $3.86Exp: 2011-05-10→ Common Stock (15,000 underlying)
Other
Employee Stock Option-Right to Purchase
2006-01-10$4.35/sh−5,000$21,750→ 0 total
Exercise: $3.15Exp: 2008-05-02→ Common Stock (5,000 underlying)

Footnotes (2)

[F1]Pursuant to an Agreement and Plan of Merger, dated as of November 15, 2005, among the Issuer, A.B.C. Learning Centres Limited and Discovery Merger Company, each share of Common Stock of the Issuer was converted into the right to receive $7.50 in cash, subject to withholding taxes.
[F2]Pursuant to an Agreement and Plan of Merger, dated as of November 15, 2005, among the Issuer, A.B.C. Learning Centres Limited and Discovery Merger Company, at the effective time of the merger, each outstanding option to purchase shares of the Issuer's Common Stock having an exercise price per share less than $7.50 was converted into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to the option multiplied by (ii) $7.50, minus the exercise price per share under such option, subject to withholding taxes.

Documents

2 files