4//SEC Filing
FERGUSON DAVID L 4
Accession 0001181431-10-063676
CIK 0001295976other
Filed
Dec 26, 7:00 PM ET
Accepted
Dec 27, 7:23 PM ET
Size
10.0 KB
Accession
0001181431-10-063676
Insider Transaction Report
Form 4
FERGUSON DAVID L
Director
Transactions
- Sale
Common Stock
2010-12-27$12.00/sh−9,911,317$118,935,804→ 0 total(indirect: By Invest. entity) - Disposition to Issuer
Common Stock
2010-12-27$12.00/sh−1,923$23,076→ 0 total - Disposition to Issuer
Stock Option
2010-12-27−4,654→ 0 totalExercise: $11.45Exp: 2020-01-27→ Common Stock (4,654 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 is a non-managing member of the general partner of Weston Presidio V, L.P., a 10% owner of Issuer. Reporting person may be deemed to have an indirect interest in the securities held by Weston Presidio V, L.P. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein. Shares sold in the Merger described above.
- [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.
Documents
Issuer
Cellu Tissue Holdings, Inc.
CIK 0001295976
Entity typeother
Related Parties
1- filerCIK 0001189595
Filing Metadata
- Form type
- 4
- Filed
- Dec 26, 7:00 PM ET
- Accepted
- Dec 27, 7:23 PM ET
- Size
- 10.0 KB