4//SEC Filing
GORMAN DANIEL L 4
Accession 0001209191-04-059606
CIK 0001118148other
Filed
Dec 27, 7:00 PM ET
Accepted
Dec 28, 3:58 PM ET
Size
8.9 KB
Accession
0001209191-04-059606
Insider Transaction Report
Form 4
GORMAN DANIEL L
Director
Transactions
- Other
Forward Contract (right/obligation to sell)
2004-12-23+1→ 1 total→ Common Stock
Footnotes (5)
- [F1]On December 23, 2004, Daniel L. Gorman entered into a pre-paid variable forward sale contract ("Contract") with Bear Stearns & Co., Inc. ("Bear"). Pursuant to the Contract, Mr. Gorman has pledged 25,000 shares of Common Stock of American Physicians Capital, Inc. to secure his obligation to deliver a maximum of 25,000 shares of Common stock on December 21, 2007 (the "Settlement Date").
- [F2]Prior to the Settlement Date, Mr. Gorman retains voting control over the 25,000 shares subject to the Contract. In exchange for his agreement, Mr. Gorman will receive on or about December 29, 2004 approximately $747,373 representing approximately 80% of the value of 25,000 shares of Common Stock on December 23, 2004. Mr. Gorman may settle this Contract by a cash payment to Bear or by the delivery of shares in December 2007. The actual cash amount or number of shares that Mr. Gorman is obligated to deliver in 2007 varies based on the price of the Common Stock on the Settlement Date (the "Settlement Price") as follows:
- [F3]If the Settlement Price is above $52.15 per share (the "Cap Price"), Mr. Gorman is obligated to deliver a number of shares (or the cash equivalent) equal to the product of (a) 25,000 and (b) the ratio that is obtained by dividing the sum of (x) $37.25 per share (the "Floor Price") and (y) the difference between the Settlement Price and the Cap Price, by the Settlement Price; and
- [F4]If the Settlement Price is less than or equal to the Cap Price and greater than or equal to the Floor Price, Mr. Gorman is obligated to deliver a number of shares (or the cash equivalent) equal to the product of (a) 25,000 and (b) the ratio that is obtained by dividing the Floor Price by the Settlement Price; and
- [F5]If the Settlement Price is below the Floor Price, Mr. Gorman is obligated to deliver 25,000 shares (or the cash equivalent). The number of shares of Common Stock to be delivered by Mr. Gorman is subject to adjustment in the case of certain antidilutive and extraordinary events.
Documents
Issuer
AMERICAN PHYSICIANS CAPITAL INC
CIK 0001118148
Entity typeother
Related Parties
1- filerCIK 0001285000
Filing Metadata
- Form type
- 4
- Filed
- Dec 27, 7:00 PM ET
- Accepted
- Dec 28, 3:58 PM ET
- Size
- 8.9 KB