4//SEC Filing
TMS International Corp. 4
Accession 0001181431-13-054344
CIK 0001491501operating
Filed
Oct 16, 8:00 PM ET
Accepted
Oct 17, 10:00 PM ET
Size
15.2 KB
Accession
0001181431-13-054344
Insider Transaction Report
Form 4
Kalouche Raymond Semaan
COO,Pres&COO of the MS Group
Transactions
- Disposition to Issuer
Class B Common Stock
2013-10-16$17.50/sh−130,962$2,291,835→ 0 total→ Class A Common Stock (130,962 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-10-16−50,000→ 0 totalExercise: $11.18Exp: 2022-04-12→ Class A Common Stock (50,000 underlying) - Disposition to Issuer
Class A Common Stock
2013-10-16$17.50/sh−63,003$1,102,553→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-10-16−50,000→ 0 totalExercise: $13.00Exp: 2021-04-12→ Class A Common Stock (50,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-10-16−125,000→ 0 totalExercise: $13.35Exp: 2013-02-18→ Class A Common Stock (125,000 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to, and on the effective date of, the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of August 23, 2013, among the issuer, Crystal Acquisition Company, Inc. and Crystal Merger Sub, Inc., in exchange for the merger consideration of $17.50 per share in cash.
- [F2]Shares of Class B Common Stock are convertible on a one-for-one basis at any time, at the option of the holder, into shares of Class A Common Stock. The Class B Common Stock has no expiration date.
- [F3]These options were granted on April 12, 2011 and were scheduled to vest as follows: 10% on the first anniversary of the grant date, an additional 20% on the second anniversary of the grant date, an additional 30% on the third anniversary of the grant date and the remaining 40% on the fourth anniversary of the grant date. These options were canceled in the Merger in exchange for a cash payment of $225,000, representing (a) the number of shares underlying the option, multiplied by (b) the excess of $17.50 over the exercise price per share of the option.
- [F4]These options were granted on April 12, 2012 and were scheduled to vest as follows: 10% on the first anniversary of the grant date, an additional 20% on the second anniversary of the grant date, an additional 30% on the third anniversary of the grant date and the remaining 40% on the fourth anniversary of the grant date. These options were canceled in the Merger in exchange for a cash payment of $316,000, representing (a) the number of shares underlying the option, multiplied by (b) the excess of $17.50 over the exercise price per share of the option.
- [F5]These options were granted on February 18, 2013 and were scheduled to vest as follows: 10% on the first anniversary of the grant date, an additional 20% on the second anniversary of the grant date, an additional 30% on the third anniversary of the grant date and the remaining 40% on the fourth anniversary of the grant date. These options were canceled in the Merger in exchange for a cash payment of $518,750, representing (a) the number of shares underlying the option, multiplied by (b) the excess of $17.50 over the exercise price per share of the option.
Documents
Issuer
TMS International Corp.
CIK 0001491501
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001491501
Filing Metadata
- Form type
- 4
- Filed
- Oct 16, 8:00 PM ET
- Accepted
- Oct 17, 10:00 PM ET
- Size
- 15.2 KB