Philips Simon J 4
4 · Marvel Entertainment, Inc. · Filed Jan 5, 2010
Insider Transaction Report
Form 4
Philips Simon J
Pres., Worldwide Consumer Prod
Transactions
- Disposition to Issuer
Common Stock
2009-12-31−12,212→ 0 total - Disposition to Issuer
Common Stock
2009-12-31−4,564→ 12,212 total
Footnotes (2)
- [F1]On August 31, 2009, Marvel Entertainment, Inc. ("Marvel") and The Walt Disney Company ("Disney") entered into a merger agreement (the "Merger Agreement"), which provided for a merger in which Marvel would become a wholly-owned subsidiary of Disney (the "Merger"). The Merger became effective on December 31, 2009 (the "Closing Date"). At the effective time of the Merger, each outstanding share of Marvel common stock (other than treasury shares held by Marvel and shares held by a subsidiary of Marvel) converted into the right to receive (i) $30.00 in cash and (ii) 0.7452 shares of Disney common stock (together, the "Merger Consideration"). The closing sales price of Disney common stock on the New York Stock Exchange on the Closing Date was $32.25. Accordingly, the value of the Merger Consideration on the Closing Date for each share of Marvel Common Stock was $54.03 ($30.00 + $24.03 = $54.03).
- [F2]These shares represent former shares of restricted stock that, pursuant to the terms of the restricted stock award agreements and the Merger Agreement, vested immediately prior to the effective time of the Merger.