4//SEC Filing
Roessler Ken 4
Accession 0001181431-10-033332
CIK 0001392179other
Filed
Jun 15, 8:00 PM ET
Accepted
Jun 16, 12:10 PM ET
Size
19.4 KB
Accession
0001181431-10-033332
Insider Transaction Report
Form 4
Roessler Ken
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
2010-06-16$20.00/sh−37,311$746,220→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2010-06-16$14.65/sh−71,339$1,045,116→ 142,679 totalExercise: $5.35Exp: 2013-02-08→ Common Stock (71,339 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2010-06-16$1.44/sh−100,000$144,000→ 0 totalExercise: $18.56Exp: 2019-09-22→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2010-06-16$14.65/sh−236,546$3,465,399→ 0 totalExercise: $5.35From: 2007-06-13Exp: 2013-02-08→ Common Stock (236,546 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2010-06-16$14.65/sh−300,376$4,400,508→ 0 totalExercise: $5.35From: 2006-02-08Exp: 2013-02-08→ Common Stock (300,376 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2010-06-16−142,679→ 0 totalExercise: $5.35Exp: 2013-02-08→ Common Stock (142,679 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2010-06-16$18.22/sh−56,758$1,034,131→ 0 totalExercise: $1.78From: 2003-02-07Exp: 2011-09-05→ Common Stock (56,758 underlying)
Footnotes (6)
- [F1]The option was to vest three equal annual installments beginning September 22, 2010. The option became fully vested concurrent with the merger, which represented a change of control.
- [F2]The Board approved the vesting of 1/3 of the grant prior to the closing of the merger (the merger consideration of $20.00 per share exceeded the market price for vesting of the tranche of $19.26 per share) and 2/3 of the grant was unvested at the closing of the merger and canceled.
- [F3]Disposed of pursuant to an agreement and plan of merger among Picasso Parent Company, Inc., Picasso Merger Sub, Inc. and BWAY Holding Company, dated as of March 28, 2010.
- [F4]This option, which was fully vested, was canceled in the merger in exchange for a cash payment. The price shown represents the difference between the exercise price of the option and the merger consideration of $20.00 per share.
- [F5]At the closing of the merger, these options were unvested and canceled (see Footnote 2).
- [F6]The option vesting schedule was as follows: 1/3 of the options would vest if, during any consecutive 45-day period, the average closing price per share of the Company's common stock (or, the "average closing price") was at least $19.26 and the closing price per share of the Company's common stock on the last day of such 45-day period (or, the "last day closing price") was at least $16.37; the next 1/3 of the options would vest if, during any consecutive 45-day period, the average closing price was at least $21.52 and the last day closing price was at least $18.29; and the other 1/3 of the options would vest if, during any consecutive 45-day period, the average closing price was at least $23.78 and the last day closing price was at least $20.21.
Documents
Issuer
BWAY Holding CO
CIK 0001392179
Entity typeother
Related Parties
1- filerCIK 0001398246
Filing Metadata
- Form type
- 4
- Filed
- Jun 15, 8:00 PM ET
- Accepted
- Jun 16, 12:10 PM ET
- Size
- 19.4 KB