4//SEC Filing
SINGH K PAUL 4
Accession 0001181431-09-034358
CIK 0001006837other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 4:58 PM ET
Size
16.3 KB
Accession
0001181431-09-034358
Insider Transaction Report
Form 4
SINGH K PAUL
DirectorChairman, President and CEO
Transactions
- Award
Contingent Value Rights (
2009-07-01+3,291,835→ 3,291,835 totalExercise: $35.95→ Common Stock - Award
Contingent Value Rights (
2009-07-01+787,486→ 787,486 total(indirect: By Foundation)Exercise: $35.95→ Common Stock - Award
Restricted Stock Units
2009-07-02+229,855→ 229,855 totalExp: 2019-07-02→ Common Stock (229,855 underlying) - Award
Employee Stock Option (service-based grant, right to buy)
2009-07-01+176,544→ 176,544 totalExercise: $12.22Exp: 2019-07-01→ Common Stock (176,544 underlying) - Award
Employee Stock Option (performance-based, right to buy)
2009-07-01+57,464→ 57,464 totalExercise: $12.22Exp: 2019-07-01→ Common Stock (57,464 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 and exercisable 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 entitled 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 0001032438
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 4:58 PM ET
- Size
- 16.3 KB