OHARA ROBERT P 4
4 · WAYPOINT FINANCIAL CORP · Filed Jan 24, 2005
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Stock Option Right to Buy
2005-01-21−5,040→ 0 totalExercise: $16.76From: 2004-03-26Exp: 2014-03-26→ Common Stock (5,040 underlying) - Disposition to Issuer
Stock Option Right to Buy
2005-01-21−5,000→ 0 totalExercise: $22.58From: 2005-01-22Exp: 2015-01-22→ Common Stock (5,000 underlying) - Disposition to Issuer
Common Stock
2005-01-21$28.00/sh−4,380$122,640→ 0 total - Disposition to Issuer
Common Stock
2005-01-21$28.00/sh−1,745$48,860→ 0 total(indirect: ESOP) - Disposition to Issuer
Stock Option Right to Buy
2005-01-21−3,780→ 0 totalExercise: $15.87From: 2003-03-21Exp: 2013-03-21→ Common Stock (3,780 underlying)
Footnotes (2)
- [F1]Disposed of pursuant to a merger agreement between issuer and Sovereign Bancorp, Inc. Under the terms of the merger agreement, each outstanding share of issuer common stock has been converted into the right to receive 1.262 shares of Sovereign common stock (plus cash in lieu of any fractional share interest) or $28.00 in cash. Holders of issuer common stock were given the opportunity to elect whether to receive shares of Sovereign common stock, cash or a combination of stock and cash in exchange for their shares of issuer common stock, subject to election and proration procedures set forth in the merger agreement designed to ensure that 70% of the shares of issuer common stock are exchanged for Sovereign Bancorp, Inc. common stock and 30% for cash. As of the date of this filing, the proration and allocation procedures have not been completed.As a result of the merger, the reporting person no longer beneficially owns directly or indirectly any shares of Waypoint Financial common stock.
- [F2]Pursuant to the merger agreement between the issuer and Sovereign Bancorp, inc., each outstanding option for issuer common stock at the effective time of the merger was converted into an option for Sovereign Bancorp, Inc. common stock, with the number of Sovereign Bancorp shares subject to the option equal to the number of issuer shares subject to the option immediately prior to the conversion multiplied by the exchange ratio in the merger, rounded down to the nearest number of whole shares, and at an exercise price equal to the exercise price immediately before conversion divided by the merger exchange ratio, rounded up to the nearest cent. All options became fully vested as a result of the merger.