4//SEC Filing
EMAGEON INC 4
Accession 0001209191-07-012259
CIK 0001121439operating
Filed
Feb 20, 7:00 PM ET
Accepted
Feb 21, 6:45 PM ET
Size
10.7 KB
Accession
0001209191-07-012259
Insider Transaction Report
Form 4
EMAGEON INCEMAG
Jett Charles A JR
President and CEO
Transactions
- Other
Prepaid Variable Forward Contract (right to sell)
2007-02-19−175,000→ 615,225 total→ Common Stock (175,000 underlying) - Other
Common Stock
2007-02-19−175,000→ 64,620 total
Footnotes (4)
- [F1]1. On February 19, 2007, the reporting person settled his obligation to deliver shares of common stock of Emageon Inc. ("Emageon"), or an equivalent amount of cash (if elected by him), pursuant to a previously reported prepaid variable forward contract (the "Contract") entered into on December 15, 2005 with an unaffiliated third party buyer ("Buyer").
- [F2]2. The Contract obligated the reporting person to deliver to Buyer either a number of shares of Emageon common stock (up to a maximum of 175,000 shares) determined based upon the closing price for Emageon common stock on February 14, 2007 (the "Valuation Date"), or an equivalent amount of cash (if elected by him), with such delivery to occur three business days following the Valuation Date (the "Settlement Date"). In exchange for assuming this obligation, the reporting person received a cash payment from Buyer of $2,386,259.52. The Contract provided that the number of shares of Emageon common stock (or the equivalent amount of cash) deliverable by the reporting person on the Settlement Date would be determined on the basis of the closing price for Emageon common stock on the Valuation Date (such price, the "Final Price"), as described in footnote (3) below.
- [F3]3. (a) If on the Valuation Date the Final Price was less than or equal to $16.097, the reporting person would deliver 175,000 shares of Emageon common stock (or the equivalent amount of cash) to Buyer on the Settlement Date; (b) If on the Valuation Date the Final Price was greater than $16.097, but less than $22.5358, the reporting person would deliver a number of shares of Emageon common stock (or the equivalent amount of cash) to Buyer on the Settlement Date equal to 175,000 multiplied by a fraction, the numerator of which is $16.097 and the denominator of which is the Final Price; and (c) If on the Valuation Date the Final Price was equal to or greater than $22.5358, the reporting person would deliver a number of shares (or the equivalent amount of cash) to Buyer on the Settlement Date equal to 175,000 multiplied by a fraction, the numerator of which is $16.097 plus the amount by which the closing price exceeds $22.5385, and the denominator of which is the Final Price.
- [F4]4. On the Valuation Date, the Final Price was $10.98. In accordance with the foregoing, the reporting person settled his obligation by delivering to Buyer 175,000 shares of Emageon common stock on February 19, 2007.
Documents
Issuer
EMAGEON INC
CIK 0001121439
Entity typeoperating
Related Parties
1- filerCIK 0001121439
Filing Metadata
- Form type
- 4
- Filed
- Feb 20, 7:00 PM ET
- Accepted
- Feb 21, 6:45 PM ET
- Size
- 10.7 KB