MCKENNA DENNIS 4
4 · SMART Modular Technologies (WWH), Inc. · Filed Sep 1, 2011
Insider Transaction Report
Form 4
MCKENNA DENNIS
Director
Transactions
- Disposition to Issuer
Restricted Stock Unit
2011-08-26−5,494→ 0 totalExercise: $0.00From: 2011-08-26Exp: 2011-08-26→ Common Stock (5,494 underlying) - Disposition to Issuer
Common Stock
2011-08-26$9.25/sh−23,109$213,758→ 0 total - Disposition to Issuer
Stock Option
2011-08-26−50,000→ 0 totalExercise: $1.27From: 2010-02-04Exp: 2019-02-03→ Common Stock (50,000 underlying)
Footnotes (4)
- [F1]Also referred to as ordinary shares.
- [F2]Pursuant to the Agreement and Plan of Merger, dated as of April 26, 2011 (the "Merger Agreement"), by and among SMART Modular Technologies (WWH), Inc. (the "Company"), Saleen Holdings, Inc. ("Parent") and Saleen Acquisition, Inc., all ordinary shares were cancelled in exchange for the right to receive an amount per share in cash of $9.25.
- [F3]Represents Restricted Stock Units (RSUs) that immediately prior to the merger were accelerated and canceled in exchange for the right to receive an amount in cash equal to (i) the number of shares subject to such RSUs multiplied by (ii) $9.25, pursuant to the Agreement and Plan of Merger, dated as of April 26, 2011, by and among SMART Modular Technologies (WHH), Inc., a Cayman Islands exempted company, Saleen Holdings, Inc., a Cayman Islands exempted company and Saleen Acquisition, Inc., a Cayman Islands exempted company (the "Merger Agreement").
- [F4]Represents shares subject to options cancelled immediately prior to the effective time of the merger in exchange for cash payment equal to (i) the excess of $9.25 over the per share exercise price of such option, multiplied by (ii) the number of shares covered by such option, pursuant to the Agreement and Plan of Merger, dated as of April 26, 2011, by and among SMART Modular Technologies (WHH), Inc., a Cayman Islands exempted company, Saleen Holdings, Inc., a Cayman Islands exempted company and Saleen Acquisition, Inc., a Cayman Islands exempted company (the "Merger Agreement").