4//SEC Filing
KLAUSNER RONALD D 4
Accession 0001209191-09-056446
CIK 0001466815other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 5:20 PM ET
Size
14.4 KB
Accession
0001209191-09-056446
Insider Transaction Report
Form 4
KLAUSNER RONALD D
DirectorChief Executive Officer
Transactions
- Award
Stock Options (right to buy)
2009-12-08+187,500→ 187,500 totalExercise: $6.50Exp: 2019-12-08→ Common Stock, par value $0.001 per share (187,500 underlying) - Award
Stock Appreciation Right
2009-12-08+200,000→ 200,000 totalExercise: $8.55Exp: 2012-04-24→ Common Stock, par value $0.001 per share (200,000 underlying) - Award
Stock Options (right to buy)
2009-12-08+562,500→ 562,500 totalExercise: $4.50Exp: 2019-12-08→ Common Stock, par value $0.001 per share (562,500 underlying)
Footnotes (6)
- [F1]On December 8, 2009 (the "Grant Date"), Ronald Klausner (the "Reporting Person") was granted an option (the "Floating Price Option") to purchase 562,500 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 ("Voyager Common Stock"), of Voyager Learning Company ("Voyager") 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 562,500 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 187,500 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 187,500 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.
- [F5]On the Grant Date, the Company completed the merger (the "Merger") of Cambium Learning, Inc. and Voyager as contemplated by that certain Agreement and Plan of Mergers, dated as of June 20, 2009 (as amended, the "Merger Agreement"), among the Company, Voyager, Vowel Acquisition Corp., VSS-Cambium Holdings II Corp., Consonant Acquisition Corp. and Vowel Representative, LLC. On April 24, 2007, the Reporting Person had been granted stock appreciation rights with respect to 300,000 shares of Voyager Common Stock (the "Voyager SARs") having a base price of $8.55 and a term of five years. 200,000 of the Voyager SARs were fully vested as of April 24, 2009, and the remaining 100,000 had been scheduled to vest on April 24, 2010.
- [F6]As of the effective time of the Merger and pursuant to the terms of the Reporting Person's employment agreement, as amended, 100,000 of the Voyager SARs terminated, and 200,000 of the Voyager SARs, all of which were vested as of April 24, 2009, converted into fully vested stock appreciation rights relating to 200,000 shares of Company Common Stock, on the same terms and conditions as were applicable under the Voyager SARs.
Documents
Issuer
CAMBIUM LEARNING GROUP, INC.
CIK 0001466815
Entity typeother
Related Parties
1- filerCIK 0001192739
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 5:20 PM ET
- Size
- 14.4 KB