4//SEC Filing
TIAN EDWARD 4
Accession 0001181431-12-028629
CIK 0001100969other
Filed
May 8, 8:00 PM ET
Accepted
May 9, 6:58 AM ET
Size
13.2 KB
Accession
0001181431-12-028629
Insider Transaction Report
Form 4
TIAN EDWARD
Director10% Owner
Transactions
- Other
Pre-paid variable delivery forward contract
2012-05-09−687,625→ 0 total(indirect: Held through Pacificlnfo Limited, which is wholly-owned by Edward Tian)From: 2012-05-09Exp: 2012-05-09→ Common Stock (687,625 underlying) - Other
Common Stock
2012-05-09−687,625→ 1,493,943 total(indirect: Held through Pacificlnfo Limited, which is wholly-owned by Edward Tian)
Holdings
- 6,176
Restricted Stock Units (right to acquire common stock)
Exercise: $0.00From: 2012-02-09Exp: 2012-08-09→ Common Stock (6,176 underlying) - 2,087,704(indirect: By Spouse)
Common Stock
- 3,141,156
Common Stock
- 4,000(indirect: By Trust)
Common Stock
Footnotes (4)
- [F1]On May 9, 2012, the reporting person settled a previously reported pre-paid variable forward ("VPF") contract that was entered into on May 5, 2009, as amended in May 2011 (as amended, the "VPF Agreement"), between PacificInfo Limited ("PacificInfo"), which is wholly-owned by Edward Tian, and Credit Suisse Capital LLC and Credit Suisse Securities (USA) LLC (collectively referred to as "CSSU"). The VPF Agreement constituted a Rule 10b5-1 trading plan and the settlement reported in this Form 4 was effected pursuant to the Rule 10b5-1 trading plan. Pursuant to the VPF Agreement, PacificInfo acquired an obligation to deliver on May 9, 2012 up to 687,625 shares (the "Base Amount") of common stock. The VPF Agreement provided that the exact number of shares of common stock that PacificInfo would be required to deliver would be determined based on an average price per share of the common stock during 15 trading days starting on April 16, 2012 (the "Settlement Price"). (Continued in footnote 2)
- [F2](Continued)If the Settlement Price was less than $17.2660 (the "Floor Price"), PacificInfo would be obligated to deliver 687,625 shares of common stock. If the Settlement Price was equal to or greater than the Floor Price but less than or equal to $24.9397 (the "Cap Price"), PacificInfo would be obligated to deliver a number of shares of common stock equal to the product of (i) the Base Amount and (ii) the quotient of the Floor Price divided by the Settlement Price. If the Settlement Price was greater than the Cap Price, PacificInfo would be obligated to deliver a number of shares of the common stock equal to the product of (i) the Base Amount and (ii) the quotient of (A) the Floor Price plus the difference between the Settlement Price and the Cap Price divided by (B) the Settlement Price. As the Settlement Price was less than the Floor Price (i.e.,$12.0086), on May 9, 2012, PacificInfo delivered 687,625 shares to CSSU.
- [F3]Obligation to sell common stock.
- [F4]12,352 restricted stock units were granted on August 9, 2011 (the "2011 RSUs"). Each 2011 RSU represents a contingent right to receive one share of common stock. The 2011 RSUs vest in two equal installments on the 6-month and 12-month anniversaries of the grant date. The grant of the 2011 RSUs was conditioned on the Reporting Person's cancellation of the 2009 RSUs and 2010 RSUs.
Documents
Issuer
ASIAINFO-LINKAGE, INC
CIK 0001100969
Entity typeother
Related Parties
1- filerCIK 0001134725
Filing Metadata
- Form type
- 4
- Filed
- May 8, 8:00 PM ET
- Accepted
- May 9, 6:58 AM ET
- Size
- 13.2 KB