4//SEC Filing
COPE STEPHEN DEWAYNE 4
Accession 0001181431-12-065786
CIK 0001514418other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 8:05 PM ET
Size
13.6 KB
Accession
0001181431-12-065786
Insider Transaction Report
Form 4
COPE STEPHEN DEWAYNE
DirectorChief Executive Officer10% Owner
Transactions
- Award
Common Stock, par value $0.0001
2012-12-14+40,269→ 3,178,136 total(indirect: See Footnote) - Award
Common Stock, par value $0.0001
2012-12-14+3,137,867→ 3,137,867 total - Award
Common Stock, par value $0.0001
2012-12-14+0→ 0 total(indirect: See Footnote)Exercise: $0.00→ Common Stock (0 underlying) - Award
Common Stock, par value $0.0001
2012-12-14+0→ 0 totalExercise: $0.00→ Common Stock (0 underlying)
Footnotes (4)
- [F1]Empeiria Acquisition Corp. (the "Issuer") and Integrated Drilling Equipment Holdings Inc. ("IDE") consummated a merger on December 14, 2012, pursuant to a Merger Agreement (the "Merger Agreement") entered into on October 19, 2012 between the Issuer, IDE, IDE Acquisition Co., LLC, and Stephen Cope, in his capacity as representative of IDE's stockholders. Pursuant to the Merger Agreement, a portion of the common shares ("Holdback Shares") issued as consideration are being held by the Issuer and are subject to forfeiture during the eighteen month period following the merger to satisfy indemnification claims. As consideration for consummating the merger, the Issuer issued to Stephen Cope 3,137,867 common shares. This amount includes 3,137,867 shares owned directly and 40,269 shares owned indirectly by Mr. Cope of which 422,083 shares and 5,417 shares, respectively, are Holdback Shares.
- [F2]Includes shares owned indirectly by Mr. Cope and attributable to SDC Management, LLC, a Texas limited liability company, which is solely owned by Mr. Cope.
- [F3]Pursuant to the Merger Agreement, former IDE stockholders are entitled to receive up to 5,250,000 additional common shares issuable in equal installments of 1,312,500 shares if EAC's stock price exceeds $12.00, $13.50, $15.00 and $17.00, respectively, prior to the fifth anniversary of the closing, or if a change of control transaction occurs following the merger that values EAC's common shares at more than the stock price thresholds (the "Contingent Common Shares Plan"). For example, if EAC's stock price exceeds $13.50 per share or if a change of control transaction occurs following the merger that values the common shares at more than $13.50 per share, the IDE stockholders will receive 2,625,000 common shares.(Continued in Footnote 4)
- [F4]Stephen Cope is entitled to receive 748,125 common shares per 1,312,500 common shares issued in accordance with the Contingent Common Shares Plan. This amount includes 738,646 and 9,479 common shares owned directly and indirectly, respectively, by Mr. Cope.
Documents
Issuer
Empeiria Acquisition Corp
CIK 0001514418
Entity typeother
Related Parties
1- filerCIK 0001564401
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 8:05 PM ET
- Size
- 13.6 KB