4//SEC Filing
BELO CORP 4
Accession 0001181431-13-064375
CIK 0000356080operating
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 4:59 PM ET
Size
24.3 KB
Accession
0001181431-13-064375
Insider Transaction Report
Form 4
BELO CORPBLC
DIAZ PETER L
EVP/Television Operations
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-12-23−57,800→ 0 totalExercise: $7.07From: 2013-12-23Exp: 2020-03-04→ Series B Common Stock (57,800 underlying) - Disposition to Issuer
Restricted Stock Units (Time-Based)
2013-12-23−28,000→ 0 totalFrom: 2013-12-23Exp: 2014-02-01→ Series A Common Stock (28,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-12-23−40,000→ 0 totalExercise: $1.88From: 2013-12-23Exp: 2018-12-05→ Series B Common Stock (40,000 underlying) - Disposition to Issuer
Restricted Stock Units (Time-Based)
2013-12-23−28,400→ 0 totalFrom: 2013-12-23Exp: 2016-02-15→ Series A Common (28,400 underlying) - Disposition to Issuer
Restricted Stock Units (Performance-Based)
2013-12-23−11,307→ 0 totalFrom: 2013-12-23Exp: 2014-02-01→ Series A Common Stock (11,307 underlying) - Disposition to Issuer
Series A Common Stock
2013-12-23$13.75/sh−96,901$1,332,389→ 0 total - Disposition to Issuer
Restricted Stock Units (Time-Based)
2013-12-23−32,900→ 0 totalFrom: 2013-12-23Exp: 2015-02-15→ Series A Common Stock (32,900 underlying) - Disposition to Issuer
Restricted Stock Units (Performance-Based)
2013-12-23−58,603.2→ 0 totalFrom: 2013-12-23Exp: 2014-02-15→ Series A Common Stock (58,603.2 underlying) - Disposition to Issuer
Restricted Stock Units (Performance-Based)
2013-12-23−42,600→ 0 totalFrom: 2013-12-23Exp: 2015-02-15→ Series A Common Stock (42,600 underlying)
Footnotes (6)
- [F1]Disposed of pursuant to the terms of the Agreement and Plan of Merger among Belo Corp. ("Belo" or the "Company"), Gannett Co., Inc., and Delta Acquisition Corp., dated as of June 12, 2013 (the "Merger Agreement"). Each share of Company common stock was converted into the right to receive $13.75 per share in cash at the effective time of the merger.
- [F2]Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the effective time of the merger was converted into the right to receive an amount in cash equal to the excess, if any, of $13.75 over the exercise price per share of Belo common stock subject to such Company stock option, less applicable withholding taxes.
- [F3]Per the terms of the Merger Agreement, each time-based restricted stock unit granted that was outstanding as of the effective time of the merger became fully vested and was canceled and converted into the right to receive an amount in cash equal to the sum of (i) $13.75 and (ii) any accrued but unpaid dividend equivalents as of the effective time of the merger, less applicable withholding taxes.
- [F4]The performance share units represented the right to receive between 0% and 200% of a target number of shares of common stock, with the actual number of shares depending upon the achievement of specified management objectives during the specified performance period. The performance share units became fully earned and settled at 80.76% of the target number of shares of common stock, and such settled shares were cancelled and converted into the right to receive an amount in cash equal to the sum of (i) $13.75 and (ii) any accrued but unpaid dividend equivalents as of the effective time of the merger, less applicable withholding taxes.
- [F5]The performance share units represented the right to receive between 0% and 200% of a target number of shares of common stock, with the actual number of shares depending upon the achievement of specified management objectives during the specified performance period. The performance share units became fully earned and settled at 118.63% of the target number of shares of common stock, and such settled shares were cancelled and converted into the right to receive an amount in cash equal to the sum of (i) $13.75 and (ii) any accrued but unpaid dividend equivalents as of the effective time of the merger, less applicable withholding taxes.
- [F6]The performance share units represented the right to receive between 0% and 200% of a target number of shares of common stock, with the actual number of shares depending upon the achievement of specified management objectives during the specified performance period. The performance share units became fully earned and settled at 100% of the target number of shares of common stock, and such settled shares were cancelled and converted into the right to receive an amount in cash equal to the sum of (i) $13.75 and (ii) any accrued but unpaid dividend equivalents as of the effective time of the merger, less applicable withholding taxes.
Documents
Issuer
BELO CORP
CIK 0000356080
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000356080
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 4:59 PM ET
- Size
- 24.3 KB