4//SEC Filing
RAMADAN RAMI S 4
Accession 0001204348-18-000003
CIK 0000914577other
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 10:31 AM ET
Size
13.5 KB
Accession
0001204348-18-000003
Insider Transaction Report
Form 4
TRANS WORLD CORPtwoc
Transactions
- Disposition to Issuer
Options
2018-04-30$0.59/sh−200,000$117,820→ 0 totalExercise: $0.59From: 2014-11-14Exp: 2019-11-14→ Common Stock (200,000 underlying) - Disposition to Issuer
Common Stock
2018-04-30$4.19/sh−63,500$265,976→ 0 total - Disposition to Issuer
Options
2018-04-30$1.39/sh−75,000$104,048→ 0 totalExercise: $1.39From: 2016-01-29Exp: 2021-01-29→ Common Stock (75,000 underlying) - Disposition to Issuer
Restricted Stock
2018-04-30$4.19/sh−25,000$104,715→ 0 total
Footnotes (3)
- [F1]Pursuant to his renewed employment agreement and the former equity plan, in July 2005, Mr. Ramadan was granted 75,000 shares of restricted Common Stock that vest cumulatively, according to the performance targets set forth in his employment agreement. As a result of the consummation of the Agreement and Plan of Merger among Trans World Corporation, FEC Overseas Investment (UK) Limited, and FEC Investment (US) Limited and Far East Consortium International Limited ("the "Merger Agreement"), all shares of restricted stock that were subject to vesting or other lapse restrictions: (i) became free of such restrictions immediately prior to the effective time of the merger and automatically vested on April 30, 2018, (ii) were automatically cancelled and retired, and (iii) were automatically converted into the right to receive $4.1886 per share of restricted stock, without interest and subject to any withholding taxes.
- [F2]On November 11, 2014, pursuant to the Company's 2014 Equity Incentive Plan, the "2014 Equity Plan," Mr. Ramadan was granted five-year options to purchase 200,000 shares of common stock, par value $0.001 per share ("Common Stock"), that vest in four equal parts, with the options to acquire 50,000 shares vesting immediately upon the date of grant, and options to acquire 50,000 shares vesting subsequently upon each anniversary of the grant date. On each anniversary of the grant date, the exercise price increased by four percent (4%). As a result of the Merger Agreement, all unvested options vested on April 30, 2018, were cancelled and those options whose exercise price was below $4.1886 per share (the "Per Share Merger Consideration") were paid the difference between the exercise price and the Per Share Price Consideration, without interest and subject to any withholding taxes.
- [F3]On January 29, 2016, the Company's Board of Directors approved a grant to Mr. Ramadan, pursuant to the Company's 2014 Equity Plan, of five-year options to purchase 75,000 shares of Common Stock, that vest in four equal parts, with the options to acquire 18,750 shares vesting immediately upon the date of grant, and options to acquire 18,750 shares vesting subsequently upon each anniversary of the grant date. On each anniversary of the grant date, the exercise price increased by four percent (4%). As a result of the Merger Agreement, all unvested options vested on April 30, 2018, were cancelled and those options whose exercise price was below the Per Share Merger Consideration were paid the difference between the exercise price and the Per Share Price Consideration, without interest and subject to any withholding taxes.
Documents
Issuer
TRANS WORLD CORP
CIK 0000914577
Entity typeother
Related Parties
1- filerCIK 0001204347
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 10:31 AM ET
- Size
- 13.5 KB