3//SEC Filing
VASTERA INC 3
Accession 0001209191-05-003447
CIK 0001075056operating
Filed
Jan 17, 7:00 PM ET
Accepted
Jan 18, 5:23 PM ET
Size
7.0 KB
Accession
0001209191-05-003447
Insider Transaction Report
Form 3
VASTERA INCVAST
JPMorgan Chase Bank, N.A.
10% Owner
Holdings
- 11,948,351(indirect: By certain business entities)
Common Stock, par value $0.01 per share
Footnotes (3)
- [F1]JPMorgan Chase Bank, National Association ("JPM") is a wholly-owned subsidiary of JPMorgan Chase & Co. As an inducement for JPM to enter into an Agreement and Plan of Merger, dated January 6, 2005 (the "Merger Agreement") with Vastera, Inc. ("Vastera"), and in consideration thereof, each of Ford Motor Company, TCV II, V.O.F., Technology Crossover Ventures II, L.P., TCV II(Q), L.P., TCV II Strategic Partners, L.P., Technology Crossover Ventures II, C.V., TCV IV, L.P. and TCV IV Strategic Partners, L.P. (collectively, the "Stockholders") entered into voting agreements, dated as of January 6, 2005 (the "Voting Agreements").
- [F2]Pursuant to the Voting Agreements entered into in connection with the Merger Agreement, the Stockholders, that collectively own 11,948,351 shares of common stock, par value $0.01 per share, of Vastera (the "Common Stock") which represents approximately 28.3% of the issued and outstanding shares of Common Stock based on the number of shares outstanding as of January 3, 2005 (as represented by Vastera in the Merger Agreement), have agreed to vote (or cause to be voted) their shares of Common Stock in favor of the approval of the Merger Agreement. In addtition, the Stockholders cannot sell, transfer, convert or otherwise dispose of the shares subject to the Voting Agreements, if such sale, transfer, conversion or disposition would result in the Stockholders' inability to vote such shares as required pursuant to the terms of the Voting Agreements. The Stockholders may vote the shares subject to the Voting Agreements on all other matters.
- [F3]Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by JPMorgan Chase & Co., JPM or any other person that it is the beneficial owner of any of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Documents
Issuer
VASTERA INC
CIK 0001075056
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001075056
Filing Metadata
- Form type
- 3
- Filed
- Jan 17, 7:00 PM ET
- Accepted
- Jan 18, 5:23 PM ET
- Size
- 7.0 KB