JUNO LIGHTING INC·4

Sep 2, 2:41 PM ET

JAUNICH ROBERT II 4

4 · JUNO LIGHTING INC · Filed Sep 2, 2005

Insider Transaction Report

Form 4
Period: 2005-08-24
JAUNICH ROBERT II
Director10% Owner
Transactions
  • Other

    Common Stock

    2005-08-24597,8660 total(indirect: see footnotes)
  • Other

    Series A Preferred Stock

    2005-08-241,051,5900 total(indirect: see footnotes)
  • Other

    Series A Preferred Stock

    2005-08-243800 total(indirect: see footnotes)
Footnotes (4)
  • [F1]Pursuant to an Agreement and Plan of Merger, dated as of June 29, 2005 (the "Merger Agreement"), by and among Juno Lighting, Inc. ("Company"), Square D Company ("Square D"), and Hera Acquisition Corp. ("Hera"), on August 24, 2005, the Company was merged with and into Hera (the "Merger"). As a result all of the Reporting Person's Series A preferred stock were converted into the right to receive $249.07 per share in cash.
  • [F2]Mr. Jaunich is President and Chief Executive Officer of Fremont Investors and is a Managing Partner of Fremont Partners LP. Mr. Jaunich may be deemed to have beneficial ownership of the common stock and Series A preferred stock deemed to be beneficially owned by Fremont Investors, Fremont Partners LP and their affiliates, but each disclaims any such beneficial ownership.
  • [F3]As a result of the Merger, all of the Reporting Person's Series A preferred stock were converted into the right to receive $249.07 per share in cash.
  • [F4]As a result of the Merger, all of the Reporting Person's common stock were converted into the right to receive $44.00 per share in cash.

Documents

1 file
  • 4
    doc4.xmlPrimary

    FORM 4 SUBMISSION