4//SEC Filing
Cappellucci David F 4
Accession 0001209191-09-056099
CIK 0001466815other
Filed
Dec 8, 7:00 PM ET
Accepted
Dec 9, 11:58 AM ET
Size
11.0 KB
Accession
0001209191-09-056099
Insider Transaction Report
Form 4
Cappellucci David F
DirectorPresident
Transactions
- Award
Stock Options (right to buy)
2009-12-08+450,000→ 450,000 totalExercise: $4.50Exp: 2019-12-08→ Common Stock, par value $0.001 per share (450,000 underlying) - Award
Stock Options (right to buy)
2009-12-08+150,000→ 150,000 totalExercise: $6.50Exp: 2019-12-08→ Common Stock, par value $0.001 per share (150,000 underlying)
Footnotes (4)
- [F1]On December 8, 2009 (the "Grant Date"), David F. Cappellucci (the "Reporting Person") was granted an option (the "Floating Price Option") to purchase 450,000 shares of common stock, par value $0.001 per share ("Company Common Stock"), of Cambium Learning Group, Inc. (the "Company") in consideration of his services as an executive officer of the Company. The Floating Price Option was granted to the Reporting Person pursuant and subject to the Company's 2009 Equity Compensation Plan (the "2009 Plan"). The per-share exercise price of the Floating Price Option is equal to the greater of (a) $4.50 per share and (b) the Weighted Average Stock Price (as hereinafter defined).
- [F2]As used in Note 1 above, the "Weighted Average Stock Price" means the ten (10) day volume weighted average price ("VWAP") of, as applicable, the Company Common Stock or the common stock, par value $0.001 per share, of Voyager Learning Company ("Voyager Common Stock") for the ten (10) trading days ending on the fifth (5th) trading day following the Grant Date. Specifically, the Weighted Average Stock Price shall consist of (x) for the five (5) trading days ending on the Grant Date, the VWAP of the Voyager Common Stock, as reported by the Pink Sheets Electronic Quotation Service, and (y) for the five (5) trading days immediately following the Grant Date and ending on the fifth (5th) trading day following the Grant Date, the VWAP of the Company Common Stock, as reported by the NASDAQ Global Market.
- [F3]The Floating Price Option vests ratably on a daily basis over a four-year period beginning on the Grant Date, such that the percentage of shares subject to the Floating Price Option that are vested as of any given day will be equal to the total number of shares granted under the Floating Price Option (or 450,000 shares), multiplied by a fraction, the numerator of which is the number of days that the Reporting Person has been employed by the Company since the Grant Date, and the denominator of which is 1,460.
- [F4]On the Grant Date, the Reporting Person was also granted an option (the "Fixed Price Option") to purchase 150,000 shares of Company Common Stock in consideration of his services as an executive officer of the Company. The Fixed Price Option was granted to the Reporting Person pursuant and subject to the 2009 Plan. The Fixed Price Option vests ratably on a daily basis over a four-year period beginning on the Grant Date, such that the percentage of shares subject to the Fixed Price Option that are vested as of any given day will be equal to the total number of shares granted under the Fixed Price Option (or 150,000 shares), multiplied by a fraction, the numerator of which is the number of days that the Reporting Person has been employed by the Company since the Grant Date, and the denominator of which is 1,460.
Documents
Issuer
CAMBIUM LEARNING GROUP, INC.
CIK 0001466815
Entity typeother
Related Parties
1- filerCIK 0001477541
Filing Metadata
- Form type
- 4
- Filed
- Dec 8, 7:00 PM ET
- Accepted
- Dec 9, 11:58 AM ET
- Size
- 11.0 KB