4//SEC Filing
JOHNSON JAMES K JR 4
Accession 0001181431-10-055371
CIK 0001080359other
Filed
Nov 11, 7:00 PM ET
Accepted
Nov 12, 4:44 PM ET
Size
15.3 KB
Accession
0001181431-10-055371
Insider Transaction Report
Form 4
ALLOY INCALOY
JOHNSON JAMES K JR
DirectorPresident and COO
Transactions
- Tax Payment
Common Stock
2010-11-09$9.80/sh−126,802$1,242,660→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2010-11-09$3.45/sh−234,235$808,111→ 0 totalExercise: $6.35Exp: 2019-08-03→ Common Stock (234,235 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-11-09$1.30/sh−100,940$131,222→ 0 totalExercise: $8.50Exp: 2020-04-08→ Common Stock (100,940 underlying) - Disposition to Issuer
Common Stock
2010-11-09$9.80/sh−633,764$6,210,887→ 126,802 total - Disposition to Issuer
Stock Option (Right to Buy)
2010-11-09$2.82/sh−69,420$195,764→ 0 totalExercise: $6.98Exp: 2014-08-09→ Common Stock (69,420 underlying)
Footnotes (5)
- [F1]Disposed of in connection with the Agreement and Plan of Merger, dated as of June 23, 2010 (the "Merger Agreement"), by and among Alloy, Inc. ("Alloy"), Alloy Media Holdings, L.L.C., a Delaware limited liability company ("Parent"), and Lexington Merger Sub Inc., a wholly-owned subsidiary of Parent.
- [F2]Upon completion of the merger, (1) each share of restricted stock of Alloy became fully vested, to the extent not already fully vested; and (2) each share of common stock of Alloy was converted into the right to receive $9.80 per share, without interest. The reporting person received a cash payment of $1,916,566 and 438,196 membership interests in an entity controlling Parent representing a value of $9.80 per share on the effective date of the merger and having an aggregate value of $4,294,321 as consideration for the disposition in connection with the merger.
- [F3]This option was granted on April 10, 2008 and provided for vesting in three equal annual installments beginning one year after the date of grant. Immediately prior to the completion of the merger, each outstanding option to purchase shares of stock, whether or not exercisable or vested, became fully vested and exercisable and then cancelled and entitled to receive the difference between the exercise price of the option and the merger consideration of $9.80 per share. The reporting person received $195,764 as consideration for the cancellation.
- [F4]This option was granted on August 3, 2009 and provided for vesting in three equal annual installments on March 30, 2010, March 30, 2011 and March 30, 2012, respectively. Immediately prior to the completion of the merger, each outstanding option to purchase shares of stock, whether or not exercisable or vested, became fully vested and exercisable and then cancelled and entitled to receive the difference between the exercise price of the option and the merger consideration of $9.80 per share. The reporting person received $808,111 as consideration for the cancellation.
- [F5]This option was granted on April 8, 2010 and provided for vesting in three equal annual installments beginning one year after the date of grant. Immediately prior to the completion of the merger, each outstanding option to purchase shares of stock, whether or not exercisable or vested, became fully vested and exercisable and then cancelled and entitled to receive the difference between the exercise price of the option and the merger consideration of $9.80 per share. The reporting person received $131,222 as consideration for the cancellation.
Documents
Issuer
ALLOY INC
CIK 0001080359
Entity typeother
Related Parties
1- filerCIK 0001106085
Filing Metadata
- Form type
- 4
- Filed
- Nov 11, 7:00 PM ET
- Accepted
- Nov 12, 4:44 PM ET
- Size
- 15.3 KB