THERMADYNE HOLDINGS CORP /DE 4
4 · THERMADYNE HOLDINGS CORP /DE · Filed Dec 7, 2010
Insider Transaction Report
Form 4
Schumm Steven A
EVP-CFO & CAO
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2010-12-03$0.12/sh−1,585$190→ 0 totalExercise: $14.88→ Common Stock (1,585 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2010-12-03$10.02/sh−4,100$41,082→ 0 totalExercise: $4.98→ Common Stock (4,100 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2010-12-03$7.29/sh−12,632$92,087→ 0 totalExercise: $7.71→ Common Stock (12,632 underlying) - Other
Common Stock
2010-12-03$15.00/sh−8,628$129,420→ 37,927 total - Disposition to Issuer
Common Stock
2010-12-03$15.00/sh−37,927$568,905→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2010-12-03$4.50/sh−120,000$540,000→ 0 totalExercise: $10.50→ Common Stock (120,000 underlying)
Footnotes (3)
- [F1]In connection with the merger of Razor Merger Sub Inc. into Thermadyne Holdings Corporation (the "Company") described in footnote 2 below, Mr. Schumm purchased equity in Thermadyne Technologies Holdings, Inc. (formerly known as Razor Holdco Inc.) ("Thermadyne Technologies"). In connection with such investment, Mr. Schumm entered into a Rollover Agreement, dated as of December 3, 2010, pursuant to which Mr. Schumm transferred 8,628 shares of common stock of the Company to Thermadyne Technologies as partial payment for Mr. Schumm's equity investment in Thermadyne Technologies. Each of the 8,628 shares of the Company's common stock contributed to Thermadyne Technologies was exchanged for the equivalent of $15.00's worth of shares in Thermadyne Technologies.
- [F2]Pursuant to the Agreement and Plan of Merger, by and among Thermadyne Technologies, Razor Merger Sub Inc. and the Company, dated as of October 5, 2010 (the "Merger Agreement"), at the effective time of the merger, each share of common stock was cancelled and converted into the right to receive $15.00 in cash, and each restricted share of common stock vested and became free of any restrictions, and was cancelled and converted into the right to receive $15.00 in cash per restricted share.
- [F3]Pursuant to the Merger Agreement, each outstanding and unexercised option, whether vested or unvested, at the effective time of the merger was cancelled in exchange for the right to receive an amount in cash equal to the excess, if any, of $15.00 over the exercise price per share of such option. Such excess is set forth in Table II, column 8.