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Home/Filings/4/0001181431-14-039599
4//SEC Filing

Pike Corp 4

Accession 0001181431-14-039599

CIK 0001317577operating
View on SEC.govCompany Profile

Filed

Dec 22, 7:00 PM ET

Accepted

Dec 23, 9:32 PM ET

Size

28.4 KB

Accession

0001181431-14-039599

Insider Transaction Report

Form 4
Period: 2014-12-22
Pike CorpPIKE
Pike J Eric
DirectorChairman, CEO and President
Transactions
  • Disposition to Issuer

    Common Stock

    2014-12-22$12.00/sh−471,827$5,661,924→ 0 total
  • Other

    Common Stock

    2014-12-22−67,467→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2014-12-22−1,549,253→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Option to buy

    2014-12-22−428,571→ 0 total
    Exercise: $14.00Exp: 2015-07-27→ Common Stock (428,571 underlying)
  • Disposition to Issuer

    Option to buy

    2014-12-22−98,475→ 0 total
    Exercise: $14.25Exp: 2018-10-01→ Common Stock (98,475 underlying)
  • Disposition to Issuer

    Option to buy

    2014-12-22−112,917→ 0 total
    Exercise: $11.33Exp: 2019-09-01→ Common Stock (112,917 underlying)
  • Disposition to Issuer

    Option to buy

    2014-12-22−116,603→ 0 total
    Exercise: $9.61Exp: 2021-03-01→ Common Stock (116,603 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2014-12-22−20,847→ 0 total
    Exercise: $0.00→ Common Stock (20,847 underlying)
  • Disposition to Issuer

    Option to Buy

    2014-12-22−130,108→ 0 total
    Exercise: $9.22Exp: 2022-03-01→ Common Stock (130,108 underlying)
  • Other

    Common Stock

    2014-12-22−49,946→ 471,827 total
  • Disposition to Issuer

    Option to buy

    2014-12-22−27,159→ 0 total
    Exercise: $18.41Exp: 2016-11-01→ Common Stock (27,159 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2014-12-22−69,012→ 0 total
    Exercise: $0.00→ Common Stock (69,012 underlying)
Footnotes (10)
  • [F1]Pursuant to the Rollover and Equity Financing Commitment Letter, dated August 4, 2014 (the "J. Eric Pike Equity Commitment Letter"), among the reporting person, Takuan, LLC and the Joe B. / Anne A. Pike Generation Skipping Trust (the "J. Eric Pike Investors") and Pioneer Parent, Inc. ("Parent"), the J. Eric Pike Investors contributed these shares to Parent (the "Rollover") in exchange for a number of shares of Parent's common stock calculated in accordance with the J. Eric Pike Equity Commitment Letter, and effective as of the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of August 4, 2014, among the Issuer, Parent and Pioneer Merger Sub, Inc. (the "Merger Agreement"). For the purposes of the Rollover, the J. Eric Pike Investors' shares of the Issuer's common stock were valued at $12.00 per share.
  • [F10]These restricted stock units would have vested in equal amounts on January 30 of each of 2015 and 2016 and, pursuant to the terms of the grant, would have been settled in cash.
  • [F2]Pursuant to the Merger Agreement, these shares were cancelled and converted into the right to receive $12.00 in cash per share, without interest and less any applicable withholding taxes.
  • [F3]These shares were owned directly by the Joe B. / Anne A. Pike Generation Skipping Trust, of which Mr. Pike is a trustee. Mr. Pike expressly disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
  • [F4]These shares were owned directly by Takuan, LLC, an entity controlled by Mr. Pike.
  • [F5]Pursuant to the Merger Agreement, each of these options became fully vested and was cancelled and converted into the right to receive cash consideration, without interest and less any applicable withholding taxes, equal to the product of (i) the number of shares of the Issuer's common stock subject to the option and (ii) the excess, if any, of $12.00 over the per share exercise price of the option.
  • [F6]All of these options were vested and exercisable as of December 22, 2014.
  • [F7]Pursuant to the Merger Agreement, these restricted stock units became fully vested and were cancelled and converted into the right to receive $12.00 in cash per share of the Issuer's common stock subject to such restricted stock units, without interest and less any applicable withholding taxes.
  • [F8]These restricted stock units would have vested on February 1, 2015 and, pursuant to the terms of the grant, would have been settled in cash.
  • [F9]86,738 of these options were vested and exercisable as of December 22, 2014 and 43,370 of these options would have vested on March 1, 2015.

Documents

1 file

Issuer

Pike Corp

CIK 0001317577

→
Entity typeoperating
IncorporatedNC

Related Parties

1
  • filerCIK 0001317577

Filing Metadata

Form type
4
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 9:32 PM ET
Size
28.4 KB
View on SEC.gov