Shackelton Christopher S 4
4 · RURAL/METRO CORP /DE/ · Filed Jul 5, 2011
Insider Transaction Report
Form 4
Shackelton Christopher S
Director
Transactions
- Disposition to Issuer
Common Stock
2011-06-30$17.25/sh−3,154,183$54,409,657→ 0 total(indirect: See Footnote)
Footnotes (3)
- [F1]On March 28, 2011, the Issuer, WP Rocket Holdings Inc. (f/k/a WP Rocket Holdings LLC), a Delaware corporation ("Parent") and WP Rocket Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). On June 27, 2011, the Merger Agreement was approved and adopted by the vote of the stockholders of the Issuer, including the vote of the stockholders under the voting agreement, dated March 28, 2011, by and among Parent, Coliseum Capital Partners, L.P., an investment limited partnership ("CCP") and Blackwell Partners, LLC. On June 30, 2011, pursuant to the Merger Agreement, and upon the terms and conditions thereof, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.
- [F2]Under the terms of the Merger Agreement, each share of the Issuer's common stock outstanding at the effective time of the Merger, other than any shares owned by the Issuer as treasury stock, any shares owned by any direct or indirect wholly-owned subsidiary of the Issuer, any shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent or any shares which were held by a stockholder who properly exercised and perfected its, his or her appraisal rights under Delaware law, was cancelled and converted into the right to receive $17.25 in cash, without interest thereon and less any required withholding taxes (the "Merger Consideration"). In addition, restricted stock unit became vested and converted into the right to receive the Merger Consideration. As a result of the Merger, Parent owns all the issued and outstanding shares in the Issuer and the Issuer is a wholly-owned subsidiary of Parent.
- [F3]Christopher Shackelton held these securities for the benefit of CCP, of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner, and Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), is investment adviser. The other securities reported hereon were held directly by (a) CCP, and (b) a separate account investment advisory client of CCM. Mr. Shackelton is an employee and manager of CCM and CC and was a director of the Issuer. Each of Mr. Shackelton, CC and CCM disclaims beneficial ownership of all of these securities except to the extent of that person's pecuniary interest therein.