VISUAL SCIENCES, INC. 4
4 · VISUAL SCIENCES, INC. · Filed Jan 22, 2008
Insider Transaction Report
Form 4
MacIntyre James W IV
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
2008-01-17−30,000→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2008-01-17−400,000→ 0 totalExercise: $13.95From: 2006-11-09Exp: 2016-11-08→ Common Stock (400,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2008-01-17−100,000→ 0 totalExercise: $12.66From: 2007-01-02Exp: 2017-01-01→ Common Stock (100,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") dated as of October 25, 2007 by and among Visual Sciences, Inc. ("Visual Sciences"), Omniture, Inc. ("Omniture") and Voyager Acquisition Corp, a wholly-owned subsidiary of Omniture ("Merger Sub"), immediately upon the effectiveness of the merger of Merger Sub with and into Visual Sciences (the "Merger"), each of these shares of common stock were cancelled and converted into the right to receive 0.49 shares of Omniture common stock and $2.39 in cash.
- [F2]The underlying shares vest over a five year period as follows: subject to the employment agreement between Visual Sciences and the Reporting Person and the Reporting Person's continued employment with Visual Sciences on each such vesting date, 1.6667% of the shares of common stock subject to the stock option will vest on the first day of each calendar month following the date of grant of such option.
- [F3]Pursuant to the Merger Agreement, on the effective date of the Merger, these options were assumed by Omniture and converted into options to acquire that number of shares of Omniture common stock which is equal to the number of shares of Visual Sciences common stock subject to such options immediately prior to the Merger multiplied by 0.57382 with a per share exercise price equal to the quotient determined by dividing the per share exercise price of such options immediately prior to the Merger by 0.57382.