4//SEC Filing
GYMBOREE CORP 4
Accession 0001209191-10-056839
CIK 0000786110operating
Filed
Nov 23, 7:00 PM ET
Accepted
Nov 24, 3:11 PM ET
Size
22.4 KB
Accession
0001209191-10-056839
Insider Transaction Report
Form 4
GYMBOREE CORPGYMB
MCCAULEY MATTHEW
DirectorCh. of Board & C.E.O.
Transactions
- Disposition to Issuer
Option to Purchase Common Stock
2010-11-23$12.00/sh−2,083$24,996→ 0 totalExercise: $53.40Exp: 2015-02-07→ Common Stock (2,083 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2010-11-23$12.24/sh−3,125$38,250→ 0 totalExercise: $53.16Exp: 2015-03-21→ Common Stock (3,125 underlying) - Disposition from Tender
Common Stock
2010-11-23$65.40/sh−424,178$27,741,241→ 0 total - Disposition to Issuer
Option to Purchase Common Stock
2010-11-23$11.66/sh−2,735$31,890→ 0 totalExercise: $53.74Exp: 2014-11-18→ Common Stock (2,735 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2010-11-23$12.00/sh−21,718$260,616→ 0 totalExercise: $53.40Exp: 2015-02-07→ Common Stock (21,718 underlying) - Disposition from Tender
Common Stock
2010-11-23$65.40/sh−341,458$22,331,353→ 0 total - Disposition to Issuer
Option to Purchase Common Stock
2010-11-23$11.66/sh−6,639$77,411→ 0 totalExercise: $53.74Exp: 2014-11-18→ Common Stock (6,639 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2010-11-23$12.24/sh−38,542$471,754→ 0 totalExercise: $53.16Exp: 2015-03-21→ Common Stock (38,542 underlying)
Footnotes (5)
- [F1]Represents shares of common stock that were tendered to Giraffe Acquisition Corporation, a Delaware corporation ("Purchaser") pursuant to Purchaser's offer to purchase all outstanding shares of The Gymboree Corporation, a Delaware corporation (the "Issuer"), at a purchase price of $65.40 per share, net to the seller in cash, without interest and less any required withholding taxes, subject to the terms described in the Offer to Purchase, filed with the SEC on October 25, 2010, as amended and supplemented (the "Tender Offer"). Such shares were purchased by Purchaser pursuant to the Tender Offer on November 23, 2010.
- [F2]Represents unvested restricted stock awards that were tendered in the Tender Offer for consideration of $65.40 per share in cash. Such restricted stock awards were purchased by Purchaser pursuant to the Tender Offer on November 23, 2010.
- [F3]This option, which provided for 25% vesting on each of 11/18/2005, 11/18/2006, 11/18/2007 and 11/18/2008, was canceled pursuant to the Agreement and Plan of Merger, dated October 11, 2010, by and among Giraffe Holding, Inc., a Delaware corporation, Purchaser and the Issuer (the "Merger Agreement") in exchange for the right to receive a cash payment representing the number of shares of the Issuer's common stock underlying such option multiplied by the difference between the exercise price of the option and the purchase price of $65.40 per share (without interest and less any required withholding taxes) at the effective time of the merger (the "Merger").
- [F4]This option, which provided for 25% vesting on each of 02/07/2006, 02/07/2007, 02/07/2008 and 02/07/2009, was canceled pursuant to the Merger Agreement in exchange for the right to receive a cash payment representing the number of shares of the Issuer's common stock underlying such option multiplied by the difference between the exercise price of the option and the purchase price of $65.40 per share (without interest and less any required withholding taxes) at the effective time of the Merger.
- [F5]This option, which provided for 25% vesting on each of 03/21/2006, 03/21/2007, 03/21/2008 and 03/21/2009, was canceled pursuant to the Merger Agreement in exchange for the right to receive a cash payment representing the number of shares of the Issuer's common stock underlying such option multiplied by the difference between the exercise price of the option and the purchase price of $65.40 per share (without interest and less any required withholding taxes) at the effective time of the Merger.
Documents
Issuer
GYMBOREE CORP
CIK 0000786110
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000786110
Filing Metadata
- Form type
- 4
- Filed
- Nov 23, 7:00 PM ET
- Accepted
- Nov 24, 3:11 PM ET
- Size
- 22.4 KB