ARGON ST, Inc. 4
4 · ARGON ST, Inc. · Filed Aug 6, 2010
Insider Transaction Report
Form 4
ARGON ST, Inc.STST
BOEING CO
10% Owner
Transactions
- Purchase
Common Stock
2010-08-05$34.50/sh+37,712,557$1,301,083,217→ 37,712,557 total(indirect: By Vortex Merger Sub) - Purchase
Common Stock
2010-08-05$34.50/sh+924,485$31,894,733→ 1,000 total
Footnotes (3)
- [F1]Reflects shares acquired by Vortex Merger Sub, Inc. (the "Purchaser") (i) in the tender offer described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on July 8, 2010 (the "Tender Offer") by The Boeing Company ("Boeing") and the Purchaser and (ii) from Argon ST, Inc. ("Argon") upon the exercise of the "top-up" option provided for in the Agreement and Plan of Merger, dated as of June 30, 2010, by and among Boeing, the Purchaser and Argon.
- [F2]Reflects all outstanding shares of Argon not tendered in the Tender Offer. Following the Tender Offer and the exercise of the "top-up" option, Argon was merged with and into the Purchaser with Argon surviving the merger as a wholly owned subsidiary of Boeing pursuant to a "short-form merger" under Delaware law (the "Merger"). Outstanding shares of Argon not tendered in the Tender Offer are deemed acquired by Boeing and the Purchaser upon consummation of the Merger.
- [F3]Prior to the Merger, Boeing held 1,000 shares of the common stock of the Purchaser, which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each share of the Purchaser was converted into a share of Argon stock. At the effective time of the Merger, all shares of Argon issued and outstanding immediately prior to the effective time were cancelled as a result of the Merger, in effect cancelling all shares of Argon held by the Purchaser.