4//SEC Filing
GANIS SID 4
Accession 0001181431-10-001235
CIK 0000933730other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 5:08 PM ET
Size
13.1 KB
Accession
0001181431-10-001235
Insider Transaction Report
Form 4
GANIS SID
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2009-12-31$48.50/sh−30,000$1,455,000→ 0 totalExercise: $5.53Exp: 2012-12-10→ Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2009-12-31$34.62/sh−34,500$1,194,390→ 0 totalExercise: $19.41Exp: 2014-01-02→ Common Stock (34,500 underlying) - Disposition to Issuer
Common Stock
2009-12-31−11,000→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2009-12-31$42.40/sh−7,500$318,000→ 0 totalExercise: $11.63Exp: 2013-06-25→ Common Stock (7,500 underlying)
Footnotes (4)
- [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]Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $1,455,000, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to the option ($54.03 - $5.53 = $48.50 per share).
- [F3]Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $318,000, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to the option ($54.03 - $11.63 = $42.40 per share).
- [F4]Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $1,194,390, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to the option ($54.03 - $19.41 = $34.62 per share).
Documents
Issuer
Marvel Entertainment, Inc.
CIK 0000933730
Entity typeother
Related Parties
1- filerCIK 0001222245
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 5:08 PM ET
- Size
- 13.1 KB