KLAUSNER RONALD D 4
4 · Voyager Learning CO · Filed Dec 9, 2009
Insider Transaction Report
Form 4
Voyager Learning COVLCY.PK
KLAUSNER RONALD D
President, VEL
Transactions
- Disposition to Issuer
Common Stock
2009-12-08−52,445→ 0 total - Disposition to Issuer
Stock Appreciation Right
2009-12-08−300,000→ 0 totalExercise: $8.55Exp: 2012-04-24→ Common Stock (300,000 underlying)
Footnotes (4)
- [F1]On December 8, 2009, the issuer was acquired by Cambium Learning Group, Inc., pursuant to an Agreement and Plan of Mergers, dated as of June 20, 2009, by and among Vowel Acquisition Corp., Voyager Learning Company, Cambium Learning Group, Inc., VSS-Cambium Holdings II Corp., Consonant Acquisition Corp., and Vowel Representative, LLC (as amended, the "Merger Agreement"). All shares of Voyager Learning Company common stock held by the reporting person at the time of the merger were exchanged for merger consideration pursuant to the Merger Agreement. The merger consideration consists of the right to receive, at the election of each stockholder, either (i) $6.50 in cash, without interest, OR (ii) one (1) share of common stock of Cambium Learning Group, Inc., plus, regardless of the election made, additional consideration consisting of cash and a contingent value right, as described in the Merger Agreement.
- [F2]The amount of cash available for the cash elections is limited to $67,500,000 in the aggregate (the "Cash Amount"). Because the Cash Amount is insufficient to accommodate all of the cash elections made by the Voyager stockholders, the stockholders that elected to exchange shares of Voyager common stock for cash will be subject to a pro rata reduction in accordance with agreed procedures set forth in the Merger Agreement.
- [F3]200,000 of these stock appreciation rights were fully vested and free from all restrictions as of April 24, 2009. The remaining 100,000 of these stock appreciation rights had been scheduled to vest on April 24, 2010.
- [F4]Pursuant to the terms of the reporting person's employment agreement, as amended in connection with the merger described in footnote (1) above, at the effective time, 100,000 of the SARs terminated, and 200,000 of the Voyager Learning Company SARs, all of which were vested as of April 24, 2009, converted into fully vested SARs relating to 200,000 shares of common stock of Cambium Learning Group, Inc.