4//SEC Filing
HILDEBRAND PHILLIP JOHN 4
Accession 0001209191-09-045472
CIK 0000773660other
Filed
Sep 22, 8:00 PM ET
Accepted
Sep 23, 2:48 PM ET
Size
19.2 KB
Accession
0001209191-09-045472
Insider Transaction Report
Form 4
HILDEBRAND PHILLIP JOHN
DirectorChief Executive Officer
Transactions
- Award
Class A-1 Common Stock
2009-09-21$19.37/sh+506,650$9,813,811→ 595,564 total - Disposition to Issuer
Stock Option
2009-09-21$34.80/sh−412,500$14,355,000→ 0 totalExercise: $34.80From: 2009-06-03Exp: 2018-06-05→ Class A-1 Common Stock (412,500 underlying) - Award
Class A-1 Common Stock
2009-09-21$19.37/sh+25,862$500,947→ 621,426 total - Disposition to Issuer
Stock Option
2009-09-21−82,500→ 412,500 totalExercise: $0.00From: 2009-06-05Exp: 2018-06-05→ Class A-1 Common Stock (82,500 underlying) - Award
Stock Option
2009-09-21$19.37/sh+506,650$9,813,811→ 506,650 totalExercise: $19.37From: 2009-09-21Exp: 2019-09-21→ Class A-1 Common Stock (506,650 underlying)
Footnotes (4)
- [F1]Effective September 21, 2009, the Executive Committee of the Issuer's Board of Directors approved the issuance to the reporting person of 506,650 restricted shares of Class A-1 Common Stock. The equity award will generally be void if the Company does not obtain shareholder approval of the grant by the earlier of a change of control of the Company or December 31, 2009. Subject to the achievement of certain performance goals by September 8, 2010, the restricted shares will vest in quarterly installments, through June 4, 2014, subject to the reporting person's continued employment through the applicable vesting date (subject to earlier vesting in the case of certain qualifying termination).
- [F2]Effective September 21, 2009, the Executive Compensation Committee of the Issuer's Board of Directors approved the issuance to the reporting person of 25,862 special restricted shares of Class A-1 Common Stock. The equity award will generally be void if the Company does not obtain shareholder approval of the grant by the earlier of a change of control of the Company or December 31, 2009. The restricted shares will immediately vest as to one-third (1/3) of the shares subject to grant, and, subject to the achievement of certain performance goals by September 8, 2010, will otherwise be subject to quarterly vesting through June 4, 2012, subject to the reporting person's continued employment through the applicable vesting date (subject to earlier vesting in the case of certain qualifying termination).
- [F3]Effective September 21, 2009, the Executive Compensation Committee of the Issuer's Board of Directors approved the Company's entry into a revised management employment agreement with the reporting person. Pursuant to the terms of the new employment agreement, the reporting person agreed to forfeit the stock options previously granted by the Company.
- [F4]The options become exercisable in quarterly installments determined based on 30% of the Options vesting by the first anniversary of June 4, 2009 (such that 7.5% of the Option shall vest quarterly up through such first anniversary), an additional 20% vesting by each of the second, third and fourth anniversaries of June 4, 2009 (such that 5% of the Option shall vest quarterly after such first anniversary) and the remaining 10% vesting by the fifth anniversary of June 4, 2009 (such that 2.5% of the Option shall vest quarterly after such fourth anniversary), in each case, subject to Optionee's remaining in the continuous employ of the Company or any Subsidiary through the applicable vesting date (subject to earlier vesting in the case of certain qualifying terminations).
Issuer
HealthMarkets, Inc.
CIK 0000773660
Entity typeother
Related Parties
1- filerCIK 0001437210
Filing Metadata
- Form type
- 4
- Filed
- Sep 22, 8:00 PM ET
- Accepted
- Sep 23, 2:48 PM ET
- Size
- 19.2 KB