DODGE DANIEL R 4
4 · NICOR INC · Filed Dec 13, 2011
Insider Transaction Report
Form 4
NICOR INCGAS
DODGE DANIEL R
Senior Vice President
Transactions
- Disposition to Issuer
Common Stock
2011-12-09−6,087→ 0 total - Disposition to Issuer
Restricted Stock Units
2011-12-09−11,460→ 0 total→ Common Stock (11,460 underlying) - Disposition to Issuer
Common Stock
2011-12-09−2,071.806→ 0 total(indirect: By 401(k))
Footnotes (3)
- [F1]Disposed of pursuant to the Merger Agreement, dated December 6, 2010 (the "Merger Agreement"), by and among Nicor Inc., AGL Resources Inc., Apollo Acquisitions Corp. and Ottawa Acquisition LLC, in exchange for $21.20 in cash and 0.8382 of a share (insert market value at closing) of AGL Resources common stock for each share of Nicor Inc. common stock held immediately prior to the Effective Time of the merger.
- [F2]Information based on reporting person's 401(k)account balance as of December 9, 2011. Shares disposed of pursuant to the Merger Agreement 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]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 11,460 total includes the grant of 3170 RSUs on March 27, 2008; 3570 RSUs on March 26, 2009; 2570 RSUs on March 25, 2010; and 2150 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.