4//SEC Filing
Brink's Home Security Holdings, Inc. 4
Accession 0001209191-10-028550
CIK 0001436040operating
Filed
May 17, 8:00 PM ET
Accepted
May 18, 3:43 PM ET
Size
16.5 KB
Accession
0001209191-10-028550
Insider Transaction Report
Form 4
SLOANE CARL S
Director
Transactions
- Disposition to Issuer
Common Stock
2010-05-14−21,714→ 0 total - Disposition to Issuer
Non-Employee Stock Option (Right to Buy)
2010-05-14−8,917→ 0 totalExercise: $27.81Exp: 2017-07-01→ Common Stock (8,917 underlying) - Disposition to Issuer
Non-Employee Stock Option (Right to Buy)
2010-05-14−8,917→ 0 totalExercise: $25.36Exp: 2016-07-03→ Common Stock (8,917 underlying) - Disposition to Issuer
Deferred Share Units
2010-05-14−3,325.35→ 0 total→ Common Stock (3,325.35 underlying) - Disposition to Issuer
Restricted Stock Units
2010-05-14−3,202→ 0 totalExp: 2010-05-18→ Common Stock (3,202 underlying)
Footnotes (5)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 18, 2010, as amended, by and among Brink's Home Security Holdings, Inc. (the "Company"), Tyco International Ltd. ("Tyco"), Barricade Merger Sub, Inc., and, solely for the purposes specified therein, ADT Security Services, Inc. (the "Merger Agreement"), and as announced by Tyco pursuant to a press release dated May 14, 2010, each outstanding share of the Company's common stock was converted into, effective as of May 14, 2010, the right to receive: (i) $13.15 in cash and 0.7562 Tyco shares, for those Company shareholders who made an all-cash election; (ii) 1.0951 Tyco shares, for those Company shareholders who made an all-stock election; and (iii) $12.75 in cash and 0.7666 Tyco shares, for those Company shareholders who made a mixed cash/stock election or who failed to make an election by the election deadline.
- [F2]Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding Company stock option, except for those stock options granted by the Company on February 19, 2010 (which will remain subject to existing vesting terms), automatically vested and became fully exercisable and converted into an option to purchase a number of Tyco common shares equal to the product of (i) the number of shares of Company common stock underlying such stock option prior to conversion and (ii) 1.0951, which is the exchange ratio applicable to a Company shareholder who made an all-stock election in connection with the merger (the "Exchange Ratio").
- [F3]Pursuant to the Merger Agreement, at the effective time of the merger each outstanding Company restricted stock unit that had not lapsed became fully vested and converted into a restricted stock unit with respect to a number of Tyco common shares equal to the product of (i) the number of shares of Company common stock underlying such stock unit prior to conversion and (ii) the Exchange Ratio.
- [F4]The Reporting Person, as a participant in the Directors' Stock Accumulation Plan and the Brink's Home Security Holdings, Inc. Non-Employee Directors' Equity Plan (together, the "Plans"), was granted deferred share units which were to be settled in shares of Company common stock in accordance with the terms and conditions of the Plans.
- [F5]Pursuant to the Merger Agreement, at the effective time of the merger each outstanding Company deferred share unit converted, at Tyco's election, into a right to receive a number of Tyco common shares equal to the product of (i) the number of shares of Company common stock subject to such deferred unit prior to conversion and (ii) the Exchange Ratio.
Documents
Issuer
Brink's Home Security Holdings, Inc.
CIK 0001436040
Entity typeoperating
IncorporatedVA
Related Parties
1- filerCIK 0001436040
Filing Metadata
- Form type
- 4
- Filed
- May 17, 8:00 PM ET
- Accepted
- May 18, 3:43 PM ET
- Size
- 16.5 KB