4//SEC Filing
ELLIS JUDITH A 4
Accession 0001181431-11-049827
CIK 0001174527other
Filed
Sep 18, 8:00 PM ET
Accepted
Sep 19, 4:43 PM ET
Size
16.4 KB
Accession
0001181431-11-049827
Insider Transaction Report
Form 4
ELLIS JUDITH A
Chief Operating Officer
Transactions
- Exercise/Conversion
Common Stock - Class A
2011-09-15$32.00/sh+33,265$1,064,480→ 156,063 total - Tax Payment
Common Stock - Class A
2011-09-16$34.12/sh−11,476$391,561→ 23,215 total - Tax Payment
Common Stock - Class A
2011-09-15$34.12/sh−121,372$4,141,213→ 34,691 total - Disposition to Issuer
Common Stock - Class A
2011-09-16−23,215→ 0 total - Exercise/Conversion
Common Stock - Class A
2011-09-15$28.00/sh+99,798$2,794,344→ 122,798 total - Exercise/Conversion
Stock Option (right to buy)
2011-09-15−33,265→ 0 totalExercise: $32.00Exp: 2020-11-19→ Class A common stock (33,265 underlying) - Exercise/Conversion
Stock Option (right to buy)
2011-09-15−99,798→ 0 totalExercise: $28.00Exp: 2020-11-19→ Class A common stock (99,798 underlying)
Footnotes (5)
- [F1]All outstanding options of the Reporting Person were exercised in a transaction exempt under Rule 16b-3 for that number of shares of the Issuer's Class A common stock equal to the number of shares of the Issuer's Class A common stock subject to such option minus the number of shares of the Issuer's Class A common stock subject to such option having a fair market value (as defined in the Citadel Broadcasting Corporation 2010 Equity Incentive Plan) as of September 15, 2011 equal to the sum of (x) the aggregate exercise price for such options and (y) the tax withholding obligation incurred in connection with the exercise of such options as described in explanatory note 2 below.
- [F2]Represents shares withheld to pay exercise prices and tax withholding obligations in connection with the exercise of all outstanding options of the Reporting Person as described in explanatory note 1 above.
- [F3]Represents shares withheld to pay tax withholding obligations in connection with the vesting of certain awards of shares of the Issuer's Class A common stock in connection with the merger of Cadet Merger Corporation ("Merger Sub") with and into the Issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated March 9, 2011, by and among the Issuer, Cumulus Media Inc. ("Cumulus Media"), Cumulus Media Holdings Inc. (f/k/a Cadet Holding Corporation) and Merger Sub (the "Merger Agreement").
- [F4]Represents shares disposed of upon the consummation of the Merger, which were exchanged for $30.40 in cash and 1.521 shares of Cumulus Media Class A common stock, with cash paid for any fractional share of Class A common stock of Cumulus Media.
- [F5]The option grant was dated November 19, 2010, and was scheduled to vest in three equal annual installments, beginning on June 3, 2011. However, pursuant to the terms of the Merger Agreement, each unvested and outstanding option to purchase shares of the Issuer's Class A common stock became fully vested and exercisable on August 15, 2011.
Documents
Issuer
CITADEL BROADCASTING CORP
CIK 0001174527
Entity typeother
Related Parties
1- filerCIK 0001256139
Filing Metadata
- Form type
- 4
- Filed
- Sep 18, 8:00 PM ET
- Accepted
- Sep 19, 4:43 PM ET
- Size
- 16.4 KB