Tel Martijn 4
4 · Archipelago Learning, Inc. · Filed May 17, 2012
Insider Transaction Report
Form 4
Tel Martijn
SVP & Chief Operating Officer
Transactions
- Award
Stock Right
2012-05-17$11.10/sh+11,939.5$132,528→ 11,939.5 totalFrom: 2015-02-24Exp: 2015-02-24→ Common Stock (11,939.5 underlying) - Disposition to Issuer
Stock Option
2012-05-17$1.01/sh−22,000$22,220→ 0 totalExercise: $10.09Exp: 2021-01-10→ Common Stock (22,000 underlying) - Disposition to Issuer
Stock Right
2012-05-17$11.10/sh−11,939.5$132,528→ 0 totalFrom: 2015-02-24Exp: 2015-02-24→ Common Stock (11,939.5 underlying) - Disposition to Issuer
Common Stock
2012-05-17$11.10/sh−5,250$58,275→ 0 total - Disposition to Issuer
Stock Option
2012-05-17$1.13/sh−51,500$58,195→ 0 totalExercise: $9.97Exp: 2022-01-10→ Common Stock (51,500 underlying)
Footnotes (4)
- [F1]Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of March 3, 2012, by and among Archipelago Learning, Inc. ("Archipelago"), Plato Learning, Inc. and Project Cayman Merger Corp (the "Merger Agreement") on the effective date of the merger in exchange for a cash payment of $11.10 per share of common stock.
- [F2]Pursuant to the Merger Agreement, each outstanding stock option, whether or not vested, was cancelled and converted into the right to receive the option's spread value (i.e., a cash payment equal to the excess, if any, of $11.10 over such option's exercise price).
- [F3]This option provided for vesting in equal installments on each of the first four anniversaries of the date of the grant or in full upon a change of control, including the transactions contemplated by the Merger Agreement.
- [F4]Pursuant to the Merger Agreement, the Reporting Person received the rights to restricted stock units of Archipelago. Each such restricted stock unit would have settled in a share of common stock of Archipelago on February 24, 2015. Under the Merger Agreement, the restricted stock units were cancelled, terminated, and converted into the right of the Reporting Person to receive a payment in cash of $11.10 per restricted stock unit.