4//SEC Filing
TURITZIN JOHN 4
Accession 0001181431-10-001200
CIK 0000933730other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 5:04 PM ET
Size
9.3 KB
Accession
0001181431-10-001200
Insider Transaction Report
Form 4
TURITZIN JOHN
EVP, Office of Chief Executive
Transactions
- Disposition to Issuer
Common Stock
2009-12-31−76,462→ 36,633 total - Tax Payment
Common Stock
2008-11-05$31.45/sh−1,132$35,601→ 127,226 total - Disposition to Issuer
Common Stock
2009-12-31−36,633→ 0 total
Footnotes (3)
- [F1]On November 5, 2008, in connection with the settlement on that day of 3,500 deferred stock units granted to Mr. Turitzin pursuant to Marvel's 2005 Stock Incentive Plan, Marvel withheld 1,132 shares of common stock (from the shares issued upon settlement) for the payment of taxes incident to the settlement. The withholding was inadvertently not reported previously.
- [F2]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).
- [F3]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.
Documents
Issuer
Marvel Entertainment, Inc.
CIK 0000933730
Entity typeother
Related Parties
1- filerCIK 0001280764
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 5:04 PM ET
- Size
- 9.3 KB