4//SEC Filing
Marvel Entertainment, Inc. 4
Accession 0001181431-10-001254
CIK 0000933730operating
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 5:12 PM ET
Size
20.4 KB
Accession
0001181431-10-001254
Insider Transaction Report
Form 4
OBJECT TRADING CORP
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-31−3,694,645→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-31−206,355→ 28,681,430 total - Disposition to Issuer
Common Stock
2009-12-31−10,364,105→ 18,317,325 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-31−14,622,680→ 3,694,645 total(indirect: See Footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-12-31$28.17/sh−514,354$14,489,352→ 0 totalExercise: $25.86Exp: 2013-03-02→ Common Stock (514,354 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-12-31$30.88/sh−750,000$23,160,000→ 0 totalExercise: $23.15Exp: 2013-03-23→ Common Stock (750,000 underlying)
PERLMUTTER ISAAC
DirectorChief Executive Officer10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-31−14,622,680→ 3,694,645 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-31−206,355→ 28,681,430 total - Disposition to Issuer
Common Stock
2009-12-31−10,364,105→ 18,317,325 total(indirect: See Footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-12-31$28.17/sh−514,354$14,489,352→ 0 totalExercise: $25.86Exp: 2013-03-02→ Common Stock (514,354 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-12-31$30.88/sh−750,000$23,160,000→ 0 totalExercise: $23.15Exp: 2013-03-23→ Common Stock (750,000 underlying) - Disposition to Issuer
Common Stock
2009-12-31−3,694,645→ 0 total(indirect: See Footnote)
ISAAC PERLMUTTER TRUST 01/28/1993
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2009-12-31−14,622,680→ 3,694,645 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2009-12-31−3,694,645→ 0 total(indirect: See Footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-12-31$28.17/sh−514,354$14,489,352→ 0 totalExercise: $25.86Exp: 2013-03-02→ Common Stock (514,354 underlying) - Disposition to Issuer
Common Stock
2009-12-31−206,355→ 28,681,430 total - Disposition to Issuer
Common Stock
2009-12-31−10,364,105→ 18,317,325 total(indirect: See Footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-12-31$30.88/sh−750,000$23,160,000→ 0 totalExercise: $23.15Exp: 2013-03-23→ Common Stock (750,000 underlying)
Footnotes (5)
- [F1]These shares represent former shares of restricted stock that, pursuant to the terms of the restricted stock award agreements and the Merger Agreement (as defined below), vested immediately prior to the effective time of the Merger (as defined below).
- [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 were held directly by the Isaac Perlmutter Trust 1/28/1993 (the "Trust") or indirectly by the Trust through Object Trading Corp. ("Object") or Zib, Inc. ("Zib"), each of which is wholly owned by the Trust. For additional information, please see Exhibit 99.1 to this Form 4.
- [F4]Pursuant to the Merger Agreement, this option, which provided for vesting in three equal annual installments beginning March 2, 2010, was cancelled in exchange for a cash payment of $14,489,352, representing the difference between the per share 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 - $25.86 = $28.17 per share).
- [F5]Pursuant to the Merger Agreement, this option, which provided for vesting in three equal annual installments beginning March 23, 2010, was cancelled in exchange for a cash payment of $23,160,000, representing the difference between the per share 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 - $23.15 = $30.88 per share).
Documents
Issuer
Marvel Entertainment, Inc.
CIK 0000933730
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000933730
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 5:12 PM ET
- Size
- 20.4 KB