LARSON BRADLEY E 4
4 · MEADOW VALLEY CORP · Filed Feb 4, 2009
Insider Transaction Report
Form 4
LARSON BRADLEY E
DirectorPresident/CEO
Transactions
- Disposition to Issuer
Employee stock option (right to buy)
2009-02-02−10,000→ 0 totalExercise: $10.11Exp: 2011-11-30→ Common stock (10,000 underlying) - Disposition to Issuer
Common stock
2009-02-02$11.25/sh−140,196$1,577,205→ 0 total
Footnotes (2)
- [F1]On February 2, 2009, Phoenix Merger Sub, Inc. ("Merger Sub") was merged (the "Merger") with and into Meadow Valley Corporation ("Meadow Valley") pursuant to the Agreement and Plan of Merger, dated as of July 28, 2008, among Meadow Valley, Merger Sub and Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.) ("Parent"). In connection with the consummation of the Merger, the reporting person contributed to the owner of Parent 117,163 shares of Meadow Valley common stock in exchange for membership interests in the owner of Parent. 22,984 shares of Meadow Valley common stock beneficially owned by the reporting person were automatically canceled and converted into the right to receive the merger consideration of $11.25 in cash, without interest and less applicable withholding taxes. The remaining shares of Meadow Valley common stock beneficially owned by the reporting person were disposed of prior to the consummation of the Merger.
- [F2]These options to purchase common stock provided vesting in installments of 3,333, 3,333 and 3,334 on November 30, 2007, 2008 and 2009, repectively. On February 2, 2009, in connection with the consummation of the Merger, the reporting person contributed to the owner of Parent 10,000 unexercised options to acquire Meadow Valley common stock in exchange for membership interests in the owner of Parent.