4//SEC Filing
NICOR INC 4
Accession 0001181431-11-060258
CIK 0000072020operating
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 5:04 PM ET
Size
13.0 KB
Accession
0001181431-11-060258
Insider Transaction Report
Form 4
NICOR INCGAS
STROBEL RUSS M
DirectorChairman, President and CEO
Transactions
- Disposition to Issuer
Common Stock
2011-12-09−8,922.342→ 0 total - Disposition to Issuer
Restricted Stock Units
2011-12-09−98,600→ 0 total→ Common Stock (98,600 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-12-09−18,400→ 0 totalExercise: $45.05From: 2005-03-21Exp: 2012-03-21→ Common Stock (18,400 underlying) - Disposition to Issuer
Phantom Stock
2011-12-09−103,590.855→ 0 total→ Common Stock (103,590.855 underlying)
Footnotes (5)
- [F1]Includes 74.743 shares of common stock acquired in November 2011 under the Dividend Reinvestment Plan. Also includes 125.753 shares of common stock acquired August 2011 under the Employee Stock Purchase Plan.
- [F2]Disposed of pursuant to the Merger Agreement, dated December 6, 2010 (the "Merger Agreement"), by and among Nicor Inc., AGL Resources Inc., Apollo Acquisition Corp. and Ottawa Acquisition LLC, in exchange for $21.20 in cash and 0.8382 of a share ($33.44) of AGL Resources common stock for each share of Nicor Inc. common stock held immediately prior to the Effective Time of the merger.
- [F3]Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $176,456 representing an amount equal to (i) the product of (A) the number of shares of Nicor common stock subject to the option and (B) the excess of (1) the value of the merger consideration, based on the volume-weighted average price of AGL Resources common stock on the business day immediately preceding the closing date of the merger over (2) the exercise price per share subject to the option (ii) less withholding with respect to any applicable taxes.
- [F4]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Nicor Inc. common stock per the terms in the agreement between Nicor Inc. and the reporting person. The 98,600 total includes the grant of 11,550 RSUs on March 16, 2006; 12,860 RSUs on March 22, 2007; 18,650 RSUs on March 27, 2008; 21,010 RSUs on March 26, 2009; 18,510 RSUs on March 25, 2010; and 16,020 RSUs on March 24, 2011. Pursuant to the Merger Agreement, all RSUs, whether or not vested, are cancelled in exchange for an amount in cash equal to the Cash-Out Amount ($54.64) (as defined in the Merger Agreement) multiplied by the number of shares subject to such RSU immediately prior to the Effective Time of the merger, subject to any withholding of taxes.
- [F5]Each share of phantom stock represents a contingent right to receive one share of Nicor Inc. common stock, and pursuant to the Merger Agreement, is cancelled, whether or not vested, in exchange for an amount in cash equal to the Cash-Out Amount ($54.64)(as defined in the Merger Agreement) multiplied by the number of shares immediately prior to the Effective Time of the merger, subject to any withholding of taxes.
Documents
Issuer
NICOR INC
CIK 0000072020
Entity typeoperating
IncorporatedIL
Related Parties
1- filerCIK 0000072020
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 5:04 PM ET
- Size
- 13.0 KB