Home/Filings/4/0001181431-12-007467
4//SEC Filing

VAUGHAN MICHAEL J 4

Accession 0001181431-12-007467

CIK 0001028087other

Filed

Feb 8, 7:00 PM ET

Accepted

Feb 9, 6:15 PM ET

Size

22.3 KB

Accession

0001181431-12-007467

Insider Transaction Report

Form 4
Period: 2012-02-03
VAUGHAN MICHAEL J
Executive VP - COO
Transactions
  • Disposition to Issuer

    Nonqualified Option (Right to Buy)

    2012-02-09$3.25/sh31,050$100,9130 total
    Exercise: $15.75From: 2012-02-09Exp: 2015-02-22Common Stock (31,050 underlying)
  • Disposition to Issuer

    Nonqualified Option (Right to Buy)

    2012-02-09$10.10/sh24,150$243,9150 total
    Exercise: $8.90From: 2012-02-09Exp: 2014-02-24Common Stock (24,150 underlying)
  • Disposition to Issuer

    Common Stock

    2012-02-09$19.00/sh46,641$886,1790 total
  • Disposition to Issuer

    Nonqualified Option (Right to Buy)

    2012-02-09$12.33/sh150,000$1,849,5000 total
    Exercise: $6.67From: 2012-02-09Exp: 2013-10-06Common Stock (150,000 underlying)
  • Disposition to Issuer

    Nonqualified Option (Right to Buy)

    2012-02-0942,3000 total
    Exercise: $12.85From: 2012-02-09Exp: 2021-02-28Common Stock (42,300 underlying)
  • Disposition to Issuer

    Nonqualified Option (Right to Buy)

    2012-02-09$5.20/sh34,200$177,8400 total
    Exercise: $13.80From: 2012-02-09Exp: 2016-02-21Common Stock (34,200 underlying)
  • Disposition to Issuer

    Common Stock

    2012-02-035,78546,641 total
  • Disposition to Issuer

    Nonqualified Option (Right to Buy)

    2012-02-09$12.47/sh43,500$542,4450 total
    Exercise: $6.53From: 2012-02-09Exp: 2019-02-24Common Stock (43,500 underlying)
  • Disposition to Issuer

    Nonqualified Option (Right to Buy)

    2012-02-09$5.83/sh48,200$281,0060 total
    Exercise: $13.17From: 2012-02-09Exp: 2020-02-23Common Stock (48,200 underlying)
Footnotes (5)
  • [F1]These shares were part of a performance share grant dated March 31, 2011 These performance shares were forfeited because the relevant performance goals for 2011 were not achieved.
  • [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]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.
  • [F4]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.
  • [F5]This option was converted into an option to purchase 346 shares of common stock of ADPI Holdings, Inc., a subsidiary of JLL Crown Holdings, LLC, with an exercise price of $250.00 per share.

Issuer

AMERICAN DENTAL PARTNERS INC

CIK 0001028087

Entity typeother

Related Parties

1
  • filerCIK 0001234986

Filing Metadata

Form type
4
Filed
Feb 8, 7:00 PM ET
Accepted
Feb 9, 6:15 PM ET
Size
22.3 KB