4//SEC Filing
NUTT RONALD 4
Accession 0001209191-04-019680
CIK 0001129552other
Filed
Apr 5, 8:00 PM ET
Accepted
Apr 6, 2:08 PM ET
Size
9.1 KB
Accession
0001209191-04-019680
Insider Transaction Report
Form 4
NUTT RONALD
DirectorPresident and CEO
Transactions
- Sale
Common Stock
2004-04-02$15.15/sh−100,000$1,515,000→ 1,160,000 total(indirect: See footnote)
Holdings
- 117,902(indirect: See footnote)
Common Stock
- 1,365,933
Common Stock
- 651,774(indirect: See footnote)
Common Stock
Footnotes (5)
- [F1]The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on 11/24/2003. RN Investments LLC (the "LLC"), a limited liability company controlled by the reporting person, entered into a variable prepaid forward agreement (the "Forward Agreement") relating to the forward sale of up to 1,000,000 shares of common stock of the Issuer in 10 tranches. In connection with the second tranche executed pursuant to the Forward Agreement, on 4/2/2004, the counterparty to the Forward Agreement sold shares of common stock into the market in accordance with Rule 144 under the Securities Act of 1933 at a weighted average price per share equal to $15.15 (the "Initial Price"). The terms of the second tranche provide that 13 business days after 8/1/2011 (the "Maturity Date") the LLC will deliver to the counterparty a number of shares of common stock (or, at the election of the LLC, the cash equivalent of such shares) based on the formula in footnote 2.
- [F2]The number of shares of common stock to be delivered by the LLC on the Maturity Date is determined as follows: (a) if the average price per share for the 10 trading days prior to the Maturity Date (the "Final Price") is equal to or less than the Initial Price, the LLC will deliver 100,000 shares; (b) if the Final Price is greater than the Initial Price but less than 150% of the Initial Price (the "Cap Price"), the LLC will deliver the number of shares determined by multiplying 100,000 shares times a fraction, the numerator of which is the Initial Price and the denominator of which is the Final Price; and (c) if the Final Price is equal to or greater than the Cap Price, the LLC will deliver the number of shares equal to the product of (i) 100,000 shares times, and (ii) the percentage determined by the following formula: 1 - ((Cap Price - Initial Price) / Final Price).
- [F3]By RN Investments LLC.
- [F4]By The Ronald and Earleene Nutt Irrevocable Trust.
- [F5]By The Ron Nutt Grantor Retained Annuity Trust.
Documents
Issuer
CTI MOLECULAR IMAGING INC
CIK 0001129552
Entity typeother
Related Parties
1- filerCIK 0001175890
Filing Metadata
- Form type
- 4
- Filed
- Apr 5, 8:00 PM ET
- Accepted
- Apr 6, 2:08 PM ET
- Size
- 9.1 KB