4//SEC Filing
SERRAO GREGORY A 4
Accession 0001181431-12-007461
CIK 0001028087other
Filed
Feb 8, 7:00 PM ET
Accepted
Feb 9, 6:13 PM ET
Size
23.8 KB
Accession
0001181431-12-007461
Insider Transaction Report
Form 4
SERRAO GREGORY A
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2012-02-09$19.00/sh−471,100$8,950,900→ 0 total - Disposition to Issuer
Nonqualified Option (Right to Buy)
2012-02-09−33,150→ 0 totalExercise: $8.90From: 2012-02-09Exp: 2014-02-24→ Common Stock (33,150 underlying) - Disposition to Issuer
Nonqualified Option (Right to Buy)
2012-02-09−85,400→ 0 totalExercise: $13.17From: 2012-02-09Exp: 2020-02-23→ Common Stock (85,400 underlying) - Disposition to Issuer
Common Stock
2012-02-09$19.00/sh−19,400$368,600→ 0 total(indirect: See Footnote) - Disposition to Issuer
Nonqualified Option (Right to Buy)
2012-02-09−73,500→ 0 totalExercise: $12.85From: 2012-02-09Exp: 2021-02-28→ Common Stock (73,500 underlying) - Disposition to Issuer
Nonqualified Option (Right to Buy)
2012-02-09−40,650→ 0 totalExercise: $15.75From: 2012-02-09Exp: 2015-02-22→ Common Stock (40,650 underlying) - Disposition to Issuer
Nonqualified Option (Right to Buy)
2012-02-09−68,100→ 0 totalExercise: $6.53From: 2012-02-09Exp: 2019-02-24→ Common Stock (68,100 underlying) - Disposition to Issuer
Nonqualified Option (Right to Buy)
2012-02-09$13.01/sh−219,613$2,857,165→ 0 totalExercise: $5.99From: 2012-02-09Exp: 2013-07-03→ Common Stock (219,613 underlying) - Disposition to Issuer
Nonqualified Option (Right to Buy)
2012-02-09−55,400→ 0 totalExercise: $13.80From: 2012-02-09Exp: 2016-02-21→ Common Stock (55,400 underlying)
Footnotes (11)
- [F1]The disposed shares include 3,300 shares held jointly by Mr. Serrao and his wife.
- [F10]This option was converted into an option to purchase 384 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.
- [F11]This option was converted into an option to purchase 175 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.
- [F2]Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 4, 2011, among the Company, JLL Crown Holdings, LLC, and JLL Crown Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger on February 9, 2012, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (except for the excluded shares) was converted into the right to receive $19.00 in cash, without interest and less any applicable withholding taxes.
- [F3]The disposed shares consisted of 11,900 shares owned by a family trust, of which Mr. Serrao is the grantor and trustee, and 7,500 shares held by Mr. Serrao's wife.
- [F4]Disposed of pursuant to the Merger Agreement. Immediately prior to the effective time of the merger on February 9, 2012, pursuant to the terms of the Merger Agreement, each then-outstanding option to purchase shares of Company common stock, whether or not vested or exercisable, became fully vested and exercisable and was converted into the right to receive an amount in cash equal to the product of (i) the excess of the merger consideration of $19.00 per share over the applicable exercise price per share of the stock option and (ii) the number of shares of Company common stock the holder could have purchased had the holder exercised the stock option in full immediately prior to the effective time of the merger, without interest and less any applicable withholding taxes.
- [F5]Immediately prior to the effective time of the merger on February 9, 2012, pursuant to the terms of the Merger Agreement, each then-outstanding option to purchase shares of Company common stock, whether or not vested or exercisable, became fully vested and exercisable.
- [F6]This option was converted into an option to purchase 1,132 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.
- [F7]This option was converted into an option to purchase 446 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.
- [F8]This option was converted into an option to purchase 602 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.
- [F9]This option was converted into an option to purchase 663 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.
Documents
Issuer
AMERICAN DENTAL PARTNERS INC
CIK 0001028087
Entity typeother
Related Parties
1- filerCIK 0001234983
Filing Metadata
- Form type
- 4
- Filed
- Feb 8, 7:00 PM ET
- Accepted
- Feb 9, 6:13 PM ET
- Size
- 23.8 KB