4//SEC Filing
ARBITRON INC 4
Accession 0001181431-13-051028
CIK 0000109758operating
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 3:24 PM ET
Size
30.4 KB
Accession
0001181431-13-051028
Insider Transaction Report
Form 4
ARBITRON INCARB
KERR WILLIAM T
Director
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-09-30$25.83/sh−73,251$1,892,073→ 0 total(indirect: By Trust)Exercise: $22.17Exp: 2020-03-04→ Common Stock (73,251 underlying) - Gift
Non-Qualified Stock Option (right to buy)
2012-07-24−73,251→ 0 totalExercise: $22.17Exp: 2020-03-04→ Common Stock (73,251 underlying) - Gift
Non-Qualified Stock Option (right to buy)
2012-10-05−73,251→ 0 total(indirect: By Trust)Exercise: $22.17Exp: 2020-03-04→ Common Stock (73,251 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-09-30$1.36/sh−7,605$10,343→ 0 totalExercise: $46.64Exp: 2018-05-13→ Common Stock (7,605 underlying) - Gift
Non-Qualified Stock Option (right to buy)
2012-07-24−15,719→ 0 totalExercise: $20.52Exp: 2019-05-27→ Common Stock (15,719 underlying) - Gift
Non-Qualified Stock Option (right to buy)
2012-10-05−45,254→ 0 total(indirect: By Trust)Exercise: $24.94Exp: 2020-02-11→ Common Stock (45,254 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-09-30$27.48/sh−15,719$431,958→ 0 total(indirect: By Trust)Exercise: $20.52Exp: 2019-05-27→ Common Stock (15,719 underlying) - Disposition to Issuer
Common Stock
2013-09-30$48.00/sh−93,267$4,476,816→ 0 total - Disposition to Issuer
Deferred Stock Units
2013-09-30$48.00/sh−85,067.531$4,083,241→ 0 total→ Common Stock (85,067.531 underlying) - Gift
Non-Qualified Stock Option (right to buy)
2012-07-24−45,254→ 0 totalExercise: $24.94Exp: 2020-02-11→ Common Stock (45,254 underlying) - Gift
Non-Qualified Stock Option (right to buy)
2012-10-05−15,719→ 0 total(indirect: By Trust)Exercise: $20.52Exp: 2019-05-27→ Common Stock (15,719 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-09-30$23.06/sh−45,254$1,043,557→ 0 total(indirect: By Trust)Exercise: $24.94Exp: 2020-02-11→ Common Stock (45,254 underlying)
Footnotes (9)
- [F1]Pursuant to the Agreement and Plan of Merger by and among Nielsen Holdings N.V. ("Nielsen"), TNC Sub I Corporation and Arbitron Inc., as amended (the "Merger Agreement"), these shares were cancelled in exchange for a cash payment equal to $48.00 per share.
- [F2]These deferred stock units convert on a one for one basis.
- [F3]Includes an aggregate of 1,574.5306 deferred stock units acquired through dividend reinvestment. Pursuant to the Merger Agreement, the deferred stock units were cancelled in exchange for a cash payment equal to $48.00 per share.
- [F4]These deferred stock units vested in full on the first anniversary from the date of grant and are payable no sooner than 30 days after the reporting person ceases to be a director of Arbitron Inc.
- [F5]Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above.
- [F6]These holdings represent gifts of options by Mr. Kerr to his wife, Mary L. Kerr, which were inadvertently omitted from Mr. Kerr's prior reports on Form 4.
- [F7]These holdings represent gifts of options by Mary L. Kerr to the Mary Kerr Dynasty Trust for the benefit of Mr. Kerr's daughter and grandchildren, which were inadvertently omitted from Mr. Kerr's prior reports on Form 4.
- [F8]Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing the difference between $48.00 per share and the exercise price of each such option.
- [F9]Pursuant to the Merger Agreement, these options, which were fully vested on the date of grant and became exercisable six months after the date of grant for each such option, were canceled in exchange for a cash payment representing the difference between $48.00 per share and the exercise price of each such option.
Documents
Issuer
ARBITRON INC
CIK 0000109758
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000109758
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 3:24 PM ET
- Size
- 30.4 KB