4//SEC Filing
DEPODESTA JOHN 4
Accession 0001181431-09-034357
CIK 0001006837other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 4:58 PM ET
Size
13.9 KB
Accession
0001181431-09-034357
Insider Transaction Report
Form 4
DEPODESTA JOHN
DirectorExecutive Vice President
Transactions
- Award
Employee Stock Option (service-based, right to buy)
2009-07-01+61,055→ 61,055 totalExercise: $12.22Exp: 2019-07-01→ Common Stock (61,055 underlying) - Award
Restricted Stock Unit
2009-07-02+79,492→ 79,492 totalExp: 2019-07-02→ Common Stock (79,492 underlying) - Award
Contingent Value Rights (
2009-07-01+151,495→ 151,495 totalExercise: $35.95→ Common Stock - Award
Employee Stock Option (performance-based, right to buy)
2009-07-01+19,873→ 19,873 totalExercise: $12.22Exp: 2019-07-01→ Common Stock (19,873 underlying)
Footnotes (6)
- [F1]One fourth (25%) of the option shall become vested and exercisable every six months following the grant date.
- [F2]No consideration.
- [F3]One half (50%) of the performance option shall become vested if the Adjusted EBITDA for any fiscal year of the Company, beginning in 2009, equals or exceeds 115% of the Adjusted EBITDA Target as set forth in the Management Compensation Plan for the years 2009, 2010 and 2011, and the grantee is employed by the Company on the first day following the year in which such Adjusted EBITDA Targets are attained. Adjusted EBITDA Targets for subsequent years will be established by the board.
- [F4]One half (50%) of the restricted stock units shall become vested if the Adjusted EBITDA for any fiscal year of the Company, beginning in 2009, equals or exceeds 90% of the Adjusted EBITDA Target as set forth in the Management Compensation Plan for the years 2009, 2010 and 2011, and the grantee is employed by the Company on the first day following the year in which such Adjusted EBITDA Targets are attained. Adjusted EBITDA Targets for subsequent years will be established by the board.
- [F5]On July 1, 2009, a plan of reorganization of the Registrant became effective (the "Plan"). Under the Plan, CVRs were issued pro rata to the former holders of common stock of Registrant whose old common stock of the Registrant were cancelled under the Plan in connection with the issuance of the CVRs. Holders of CVRs are titled to receive a pro rata share of up to 2,665,000 shares of new Registrant common stock if and to the extent the value of the Registrant's equity value (assuming exercise in full of certain outstanding Registrant derivative securities) exceeds $35.95 per share, subject to certain adjustments. Issuance of new Registrant common stock in respect of CVRs shall be made without delivering any cash consideration by the holders of CVRs and shall occur automatically under the terms of a CVR Distribution Agreement, as filed in Form-8A on July 1, 2009.
- [F6]CVRs will expire on the earliest to occur of (1) the date no further common stock is issuable in respect of CVRs, (2) the consummation of a change of control or (3) July 1, 2019.
Documents
Issuer
PRIMUS TELECOMMUNICATIONS GROUP INC
CIK 0001006837
Entity typeother
Related Parties
1- filerCIK 0001235869
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 4:58 PM ET
- Size
- 13.9 KB