Taylor Russell Clyde 4
4 · Cellu Tissue Holdings, Inc. · Filed Dec 27, 2010
Insider Transaction Report
Form 4
Taylor Russell Clyde
DirectorPresident, CEO
Transactions
- Disposition to Issuer
Employee Stock Option
2010-12-27−69,814→ 0 totalExercise: $11.45Exp: 2020-01-27→ Common Stock (69,814 underlying) - Disposition to Issuer
Comon Stock
2010-12-27$12.00/sh−691,741$8,300,892→ 0 total(indirect: By LLC) - Disposition to Issuer
Employee Stock Option
2010-12-27−96,010→ 0 totalExercise: $5.28Exp: 2019-04-13→ Common Stock (96,010 underlying)
Footnotes (3)
- [F1]On December 27, 2010, a wholly owned subsidiary of Clearwater Paper Corporation merged with Cellu Tissue Holdings, Inc. pursuant to a merger agreement entered into between Clearwater Paper and Cellu Tissue on September 15, 2010 (the "Merger"), as more fully described in the Cellu Tissue proxy statement dated December 1, 2010 filed with the SEC. Each share of common stock of Cellu Tissue was converted into $12.00 in cash. Cellu Tissue board of directors approved the disposition by the Reporting Person in the Merger.
- [F2]Reporting person disclaims beneficial interest in the securities held by the LLC except to the extent of his pecuniary interest.
- [F3]In connection with the Merger, each outstanding Cellu Tissue option to purchase shares of common stock, whether or not vested, was cancelled and Reporting Person received a cash payment in an amount equal to the number of shares of common stock represented by each option, vested or unvested, multiplied by the excess, if any, of $12.00 over the exercise price per share under each option. Reporting Person's disposition of options in the Merger was approved by the Cellu Tissue board of directors.