4//SEC Filing
Cope Vicki Lynn 4
Accession 0001181431-13-002480
CIK 0001514418other
Filed
Jan 7, 7:00 PM ET
Accepted
Jan 8, 6:42 PM ET
Size
8.4 KB
Accession
0001181431-13-002480
Insider Transaction Report
Form 4
Cope Vicki Lynn
10% Owner
Transactions
- Award
Common Stock, par value $0.0001
2012-12-14+96,025→ 96,025 total - Award
Common Stock, par value $0.0001
2012-12-14+0→ 0 totalExercise: $0.00→ Common Stock (0 underlying)
Footnotes (2)
- [F1]Empeiria Acquisition Corp. (the "Issuer") and Integrated Drilling Equipment Company 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 Vicki Cope 96,025 common shares of which 12,917 shares are Holdback Shares.
- [F2]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. Vicki Cope is entitled to receive 22,604 common shares per 1,312,500 common shares issued in accordance with the Contingent Common Shares Plan.
Documents
Issuer
Empeiria Acquisition Corp
CIK 0001514418
Entity typeother
Related Parties
1- filerCIK 0001566161
Filing Metadata
- Form type
- 4
- Filed
- Jan 7, 7:00 PM ET
- Accepted
- Jan 8, 6:42 PM ET
- Size
- 8.4 KB