KAYDON CORP 4
4 · KAYDON CORP · Filed Oct 18, 2013
Insider Transaction Report
Form 4
KAYDON CORPKDN
OLEARY JAMES
DirectorPresident, Chairman and CEO
Transactions
- Disposition to Issuer
Common Stock
2013-10-16−149,275→ 127,771 total - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$20.57/sh−30,000$617,100→ 0 totalExercise: $14.93Exp: 2019-02-19→ Common Stock (30,000 underlying) - Award
Common Stock
2013-10-16+44,371→ 277,046 total - Disposition to Issuer
Common Stock
2013-10-16−69,348→ 58,423 total - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$18.65/sh−3,500$65,275→ 0 totalExercise: $16.85Exp: 2015-05-06→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$11.04/sh−50,000$552,000→ 0 totalExercise: $24.46Exp: 2022-02-22→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$11.30/sh−35,000$395,500→ 0 totalExercise: $24.20Exp: 2020-02-23→ Common Stock (35,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$2.97/sh−250,000$742,500→ 0 totalExercise: $32.53Exp: 2017-03-23→ Common Stock (250,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$4.41/sh−3,500$15,435→ 0 totalExercise: $31.09Exp: 2016-05-12→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$10.96/sh−75,000$822,000→ 0 totalExercise: $24.54Exp: 2023-02-20→ Common Stock (75,000 underlying) - Tax Payment
Common Stock
2013-10-16−58,423→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2013-10-16$3.54/sh−45,000$159,300→ 0 totalExercise: $31.96Exp: 2018-02-14→ Common Stock (45,000 underlying)
Footnotes (7)
- [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"), as of the closing of the Offer, a number of shares of Kaydon common stock equal to the target number of the applicable award of Company Performance Shares (as defined in the Merger Agreement) became fully vested and the restrictions thereon lapsed and a number of shares of Kaydon common stock equal to quotient of the accrued but unpaid cash dividends on the target number of Company Performance Shares over $35.50 were issued.
- [F2]Includes (i) 44,371 shares of Kaydon common stock that was issued in respect of a Company Performance Share (as described in footnote (1), above) and (ii) 83,400 shares subject to restrictions and forfeiture.
- [F3]Per the terms of 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.
- [F4]Per the terms of the Merger Agreement, (i) each share of Kaydon common stock that was issued in respect of a Company Performance Share (as described in footnote (1), above) and (ii) 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.
- [F5]Represents shares withheld by the Company from (i) shares of Kaydon common stock that were issued in respect of a Company Performance Share (as described in footnote (1), above) and (ii) shares of restricted stock vesting as of the Effective Time to satisfy the reporting person's tax withholding obligations.
- [F6]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.
- [F7]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.