McEwen Tim 4
4 · Archipelago Learning, Inc. · Filed May 17, 2012
Insider Transaction Report
Form 4
McEwen Tim
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2012-05-17$11.10/sh−381,550$4,235,205→ 0 total - Disposition to Issuer
Common Stock
2012-05-17$11.10/sh−247,805$2,750,636→ 0 total - Disposition to Issuer
Stock Option
2012-05-17$1.01/sh−163,265$164,898→ 0 totalExercise: $10.09Exp: 2021-01-10→ Common Stock (163,265 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]Represents shares of Archipelago restricted common stock that are vested, or that, upon consummation of the merger, automatically vested in accordance with their terms, and were cancelled and converted into the right to receive $11.10 in cash per share of restricted common stock, without interest and less applicable withholding tax.
- [F3]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).
- [F4]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.