4//SEC Filing
Robertson A Frederick 4
Accession 0001209191-11-034665
CIK 0001317872other
Filed
Jun 13, 8:00 PM ET
Accepted
Jun 14, 8:02 PM ET
Size
12.8 KB
Accession
0001209191-11-034665
Insider Transaction Report
Form 4
TomoTherapy IncTOMO
Robertson A Frederick
DirectorCEO, President and Director
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2011-06-10−14,814→ 0 totalExercise: $6.75Exp: 2012-12-07→ Common Stock (14,814 underlying) - Disposition to Issuer
Common Stock
2011-06-10−475,951→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2011-06-10−1,679,472→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2011-06-10−121,186→ 0 totalExercise: $6.75Exp: 2012-12-07→ Common Stock (121,186 underlying)
Footnotes (4)
- [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 $5,290,336.80 in cash and 276,776 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]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 $1,499,245.65 in cash and 78,436 shares of Accuray common stock based on $3.15 per share and 0.1648 shares of Accuray Common Stock for each TomoTherapy share held.
- [F3]These options vested over a three-year period with 68,000 shares vesting on 12/07/2008, 34,000 shares vesting on 12/07/2009 and 19,186 shares vesting on 12/07/2010. These stock options were cancelled and exchanged for 74,505 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.
- [F4]These options vested on 12/07/2010. These stock options were cancelled and exchanged for 9,107 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.
Documents
Issuer
TomoTherapy Inc
CIK 0001317872
Entity typeother
Related Parties
1- filerCIK 0001396084
Filing Metadata
- Form type
- 4
- Filed
- Jun 13, 8:00 PM ET
- Accepted
- Jun 14, 8:02 PM ET
- Size
- 12.8 KB