Schloesser A Eric 4
4 · TomoTherapy Inc · Filed Jun 14, 2011
Insider Transaction Report
Form 4
TomoTherapy IncTOMO
Schloesser A Eric
VP, Operations & Bus. Dev't.
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2011-06-10−27,035→ 0 totalExercise: $6.75Exp: 2012-12-07→ Common Stock (27,035 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-06-10−81,765→ 0 totalExercise: $6.75Exp: 2012-12-07→ Common Stock (81,765 underlying) - Disposition to Issuer
Common Stock
2011-06-10−284,686→ 0 total
Footnotes (3)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger dated as of March 6, 2011 (the "Merger Agreement") among Accuray Incorporated ("Accuray"), Jaguar Acquisition, Inc. and TomoTherapy Incorporated ("TomoTherapy"), in exchange for a combination of $896,760.90 in cash and 46,916 shares of Accuray common stock based on $3.15 per share and 0.1648 shares of Accuray Common Stock for each TomoTherapy share held.
- [F2]These options vested over a three-year period, with 48,290 option shares vesting on 12/7/2008, 21,089 option shares vesting on 12/7/2009 and 12,386 option shares vesting on 12/7/2010. These stock options were cancelled and exchanged for 50,269 new stock options of Accuray with the same vesting terms, based on a conversion ratio of 0.6148, which is (A)(i) $3.15 divided by (ii) $7.00, the volume weighted average of the daily closing price of Accuray for the five (5) consecutive trading days preceding and including June 9, 2011, plus (B) 0.1648 pursuant to the Merger Agreement, at a new exercise price of $10.98, based on the previous exercise price divided by the same conversion ratio.
- [F3]These options vested over a three-year period, with 6,110 option shares vesting on 12/7/2008, 6,111 option shares vesting on 12/7/2009 and 14,814 option shares vesting on 12/7/2010. These stock options were cancelled and exchanged for 16,621 new stock options of Accuray with the same vesting terms, based on a conversion ratio of 0.6148, which is (A)(i) $3.15 divided by (ii) $7.00, the volume weighted average of the daily closing price of Accuray for the five (5) consecutive trading days preceding and including June 9, 2011, plus (B) 0.1648 pursuant to the Merger Agreement, at a new exercise price of $10.98, based on the previous exercise price divided by the same conversion ratio.