4//SEC Filing
Fong Nathan Yu-Gai 4
Accession 0001209191-10-040438
CIK 0001339729other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 3:57 PM ET
Size
10.4 KB
Accession
0001209191-10-040438
Insider Transaction Report
Form 4
Transactions
- Other
Restricted Stock
2010-07-29−8,337→ 0 total - Other
Common Stock
2010-07-29−26,896→ 0 total - Other
Stock Option (right to buy)
2010-07-29−33,333→ 0 totalExercise: $6.19From: 2010-07-29Exp: 2010-07-29→ Common Stock (33,333 underlying)
Footnotes (3)
- [F1]The shares were disposed of pursuant to the Agreement and Plan of Merger dated as of March 15, 2010, as amended (the "Merger Agreement"), among The Orchard Enterprises, Inc. (the "Company"), Dimensional Associates, LLC ("Dimensional") and Orchard Merger Sub, Inc. ("Merger Sub"), whereby in connection with the merger of Merger Sub with and into the Company, each share of the Company's common stock (other than shares held by Dimensional and its associates and dissenting shares) was canceled and converted into the right to receive from Dimensional (i) $2.05 per share in cash and (ii) a contingent right to receive additional cash consideration, under certain circumstances if Dimensional or the Company or any of their affiliates enters into a commitment to sell at least 80% of the Company's voting securities or assets within six months of the consummation of the Merger (collectively, the "Merger Consideration").
- [F2]The shares of restricted stock were disposed of pursuant to the Merger Agreement, whereby in connection with the Merger, each restricted share of the Company's common stock was exchanged for the right to receive from the Company the Merger Consideration.
- [F3]The options were disposed of pursuant to the Merger Agreement, whereby in connection with the Merger, each option to purchase the Company's common stock was canceled and converted into the right to receive from the Company the difference, if positive, between the Merger Consideration and the exercise price of the option.
Documents
Issuer
Orchard Enterprises, Inc.
CIK 0001339729
Entity typeother
Related Parties
1- filerCIK 0001427921
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 3:57 PM ET
- Size
- 10.4 KB