KAYDON CORP 4
4 · KAYDON CORP · Filed Oct 18, 2013
Insider Transaction Report
Form 4
KAYDON CORPKDN
ALEXANDER MARK A
Director
Transactions
- Disposition to Issuer
Common Stock
2013-10-16−21,000→ 1,956 total - Disposition to Issuer
Phantom Shares
2013-10-16−4,410→ 0 total→ Common Stock (4,410 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$12.24/sh−3,500$42,840→ 0 totalExercise: $23.26Exp: 2022-05-09→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$9.33/sh−3,500$32,655→ 0 totalExercise: $26.17Exp: 2020-05-20→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16−3,500→ 0 totalExercise: $41.81Exp: 2018-05-07→ Common Stock (3,500 underlying) - Disposition to Issuer
Common Stock
2013-10-16−1,956→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$9.93/sh−7,473$74,207→ 0 totalExercise: $25.57Exp: 2023-05-09→ Common Stock (7,473 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$8.25/sh−3,500$28,875→ 0 totalExercise: $27.25Exp: 2021-05-05→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$13.31/sh−3,500$46,585→ 0 totalExercise: $22.19Exp: 2019-05-22→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16−5,000→ 0 totalExercise: $41.92Exp: 2017-07-27→ Common Stock (5,000 underlying)
Footnotes (6)
- [F1]Per the terms of the Agreement and Plan of Merger, dated as of September 5, 2013, by and among Atlas Management, Inc., Dublin Acquisition Sub Inc. and Kaydon Corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Kaydon common stock was validly tendered for $35.50 per share in cash.
- [F2]Per the terms of the Merger Agreement, each unvested share of restricted stock that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $35.50 per share.
- [F3]On February 22, 2012, Kaydon's Board of Directors declared a special cash dividend of $10.50 per share to be paid to shareholders of record as of March 5, 2012 with a payment date of March 26, 2012. As a result of this special cash dividend, the exercise price of previously issued and outstanding stock options was decreased by $10.50.
- [F4]Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the closing of the Offer, whether or not vested, was cancelled and converted into the right to receive cash in amount equal to (i) the total number of shares subject to each such option immediately prior to the closing of the Offer (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $35.50 over (y) the exercise price payable per share under each such stock option.
- [F5]Per the terms of the Merger Agreement, these options were cancelled and terminated without cash payment because the exercise price per share of the option is equal to or greater than $35.50.
- [F6]Per the terms of the Merger Agreement, at the closing of the Offer, each phantom share was converted into a right to receive $35.50 per share in cash.