Williams Peter A 4
4 · MTS MEDICATION TECHNOLOGIES, INC /DE/ · Filed Dec 22, 2009
Insider Transaction Report
Form 4
Williams Peter A
Managing Director - subsidiary
Transactions
- Exercise/Conversion
Restricted Stock Units
2009-12-21−56,000→ 0 total→ Common Stock (56,000 underlying) - Exercise/Conversion
Common Stock
2009-12-21+56,000→ 76,000 total - Sale
Common Stock
2009-12-22−40,000→ 36,000 total - Disposition to Issuer
Common Stock
2009-12-22−36,000→ 0 total - Disposition to Issuer
Options (Right to Buy)
2009-12-22−1,200→ 0 totalExercise: $2.50Exp: 2012-04-02→ Common Stock (1,200 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger, dated as of August 7, 2009 ("Merger Agreement"), by and among the Issuer, MedPak Holdings, Inc., a Delaware corporation ("Parent"), and MedPak Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), whereby Merger Sub merged with and into the Issuer (the "Merger").
- [F2]40,000 shares of the Issuer's common stock held by the reporting person were exchanged for 8,273 shares of Preferred Stock and 8,273 shares of Voting Common Stock of the Parent. The reporting person's remaining shares were exchanged for cash consideration of $5.75 per share (the "Merger Consideration").
- [F3]The reporting person's remaining shares were exchanged for cash consideration of $5.75 per share (the "Merger Consideration"). The Merger was approved by the stockholders of the Issuer on December 18, 2009 and became effective on December 22, 2009.
- [F4]Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- [F5]Restricted Stock Units were vested immediately prior to the effective time of the Merger by written action of the Issuer's Board of Directors.
- [F6]The original 25,000 options vested as follows: 1/3 vested on 4/2/2003, 1/3 vested on 4/2/2004; and 1/3 vested on 4/2/2005.
- [F7]The options were cancelled and terminated by the Issuer's Board of Directors in accordance with the terms of the Merger Agreement. The reporting person received, with respect to any shares of the Issuer's common stock issuable under a stock option, an amount equal to the excess, if any, of (i) the Merger Consideration per share over (ii) the exercise price per share payable with respect of such shares of the Issuer's common stock issuable under such stock option.