Williams Thomas D 4

Accession 0001209191-09-051330

CIK 0000894253other

View on SEC.gov Company Profile

Filed

Nov 4, 7:00 PM ET

Accepted

Nov 5, 9:57 PM ET

Size

45.3 KB

Accession

0001209191-09-051330

Insider Transaction Report

Form 4

Period: 2009-11-03

PEROT SYSTEMS CORPPER

Williams Thomas D

Vice President

Transactions

Disposition from Tender
Common Stock
2009-11-03−41,625→ 0 total
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$32.74/sh−3,000$98,220→ 0 total
Exercise: $13.63Exp: 2012-10-13→ Common Stock (3,000 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$29.54/sh−9,750$288,015→ 13,000 total
Exercise: $15.23Exp: 2014-08-02→ Common Stock (9,750 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$14.77/sh−13,000$192,010→ 0 total
Exercise: $15.23Exp: 2014-08-02→ Common Stock (13,000 underlying)
Disposition from Tender
Common Stock
2009-11-03$30.00/sh−1,000$30,000→ 0 total(indirect: By Managed Account)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$16.03/sh−80,000$1,282,400→ 0 total
Exercise: $13.97Exp: 2011-09-22→ Common Stock (80,000 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$16.37/sh−24,000$392,880→ 6,000 total
Exercise: $13.63Exp: 2012-10-13→ Common Stock (24,000 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$15.74/sh−14,000$220,360→ 21,000 total
Exercise: $14.26Exp: 2015-03-14→ Common Stock (14,000 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$31.48/sh−14,000$440,720→ 7,000 total
Exercise: $14.26Exp: 2015-03-14→ Common Stock (14,000 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$15.74/sh−7,000$110,180→ 0 total
Exercise: $14.26Exp: 2015-03-14→ Common Stock (7,000 underlying)
Disposition from Tender
Common Stock
2009-11-03$30.00/sh−71,514$2,145,420→ 41,625 total
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$16.37/sh−3,000$49,110→ 3,000 total
Exercise: $13.63Exp: 2012-10-13→ Common Stock (3,000 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$15.13/sh−6,500$98,345→ 26,000 total
Exercise: $14.87Exp: 2013-11-02→ Common Stock (6,500 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$30.26/sh−6,500$196,690→ 19,500 total
Exercise: $14.87Exp: 2013-11-02→ Common Stock (6,500 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$15.13/sh−19,500$295,035→ 0 total
Exercise: $14.87Exp: 2013-11-02→ Common Stock (19,500 underlying)
Disposition to Issuer
Non-qualified Stock Options
2009-11-03$14.77/sh−9,750$144,008→ 22,750 total
Exercise: $15.23Exp: 2014-08-02→ Common Stock (9,750 underlying)
Disposition to Issuer
Stock-Settled Stock Appreciation Rightss
2009-11-03$18.23/sh−22,500$410,175→ 22,500 total
Exercise: $11.77Exp: 2019-03-13→ Common Stock (22,500 underlying)
Disposition to Issuer
Stock-Settled Stock Appreciation Rightss
2009-11-03$36.46/sh−22,500$820,350→ 0 total
Exercise: $11.77Exp: 2019-03-13→ Common Stock (22,500 underlying)

Footnotes (11)

[F1]Pursuant to the tender offer commenced under the Agreement and Plan of Merger, dated September 20, 2009, by and among issuer, Dell Inc. and DII-Holdings Inc. (the "Merger Agreement"), the shares of the issuer's Class A Common Stock issued and outstanding (the "Shares") were exchanged for the right to receive $30.00 per Share (the "Offer Price") without interest thereon and less any applicable withholding or stock transfer taxes.
[F10]The Stock Options vested in 2 equal annual installments beginning on 8/02/2008.
[F11]The Stock Options vested on 3/14/2009.
[F2]Includes 41,625 Restricted Stock Units that, pursuant to the Merger Agreement, became vested and earned and were cancelled and converted into the right to receive an amount (without interest) in cash equal to the product of (x) the Offer Price multiplied by (y) the total number of Shares subject to such Restricted Stock Unit.
[F3]Includes 41,625 Restricted Stock Units that, pursuant to the Merger Agreement, vested and were cancelled, and the cash consideration that these Restricted Stock Units otherwise would have received if cashed out as described the preceding sentence was converted into a number of time-based vesting restricted stock unite awards (settleable in Dell Common Stock) equal to an amount determined by multiplying such sach amount by two (2), and dividing such amount by the closing trading price of one share of Dell Common Stock as reported on the Nasdaq Global Select Market on November 3, 2009.
[F4]The Stock Options vested in 5 equal annual installments beginning on 9/22/2005.
[F5]Pursuant to the Merger Agreement, all outstanding vested Stock Options were cancelled in exchange for a cash payment (without interest) equal to the product of (x) the excess, if any, of the Offer Price over the exercise price or base price, as applicable, per Share of each such Stock Option, multiplied by (y) the total number of Shares subject to such Stock Option.
[F6]The Stock Options vested in 4 equal annual installments beginning on 10/13/2006.
[F7]Pursuant to the Merger Agreement, all outstanding unvested Stock Options to purchase Shares and all outstanding SSARs (collectively, "Unvested Company Stock Option Awards") (except for the Unvested Company Stock Option Awards described in footnote 15 below) vested and were cancelled in exchange for a cash payment (without interest) equal to the product of (x) the excess, if any, of the Offer Price over the exercise price or base price, as applicable, per Share of each such Unvested Company Stock Option Award, multiplied by (y) the total number of Shares subject to such Unvested Company Stock Option Award.
[F8]Pursuant to the Merger Agreement, these Unvested Company Stock Option Awards vested and were cancelled, and the cash consideration that these Unvested Company Stock Option Awards otherwise would have received if cashed out as described in footnote 14 above was converted into a number of time-based vesting restricted stock unit awards (settleable in the common stock of Dell Inc. ("Dell Common Stock")) equal to an amount determined by multiplying such cash consideration by two (2), and dividing such amount by the closing trading price of one share of Dell Common Stock as reported on the Nasdaq Global Select Market on November 3, 2009.
[F9]The Stock Options vested in 3 equal annual installments beginning on 11/02/2007.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

PEROT SYSTEMS CORP

CIK 0000894253

→

Entity typeother

Related Parties

filerCIK 0001304883

Filing Metadata

Form type: 4
Filed: Nov 4, 7:00 PM ET
Accepted: Nov 5, 9:57 PM ET
Size: 45.3 KB

View on SEC.gov