4//SEC Filing
Chasen Michael L 4
Accession 0001209191-11-051096
CIK 0001106942other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 9:14 PM ET
Size
23.9 KB
Accession
0001209191-11-051096
Insider Transaction Report
Form 4
BLACKBOARD INCBBBB
Chasen Michael L
DirectorCEO, President
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2011-10-04−50,000→ 0 totalExercise: $29.20Exp: 2017-02-17→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-10-04−59,660→ 0 totalExercise: $38.11Exp: 2019-02-15→ Common Stock (59,660 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-10-04−100,000→ 0 totalExercise: $28.75Exp: 2016-02-15→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-10-04−170,000→ 0 totalExercise: $32.65Exp: 2015-02-15→ Common Stock (170,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-10-04−90,095→ 0 totalExercise: $27.96Exp: 2014-03-15→ Common Stock (90,095 underlying) - Disposition to Issuer
Common Stock
2011-10-04$45.00/sh−160,157$7,207,065→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2011-10-04−80,000→ 0 totalExercise: $37.71Exp: 2018-02-15→ Common Stock (80,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-10-04−200,000→ 0 totalExercise: $27.96Exp: 2014-03-15→ Common Stock (200,000 underlying) - Disposition to Issuer
Restricted Stock Units
2011-10-04−120,000→ 0 total→ Common Stock (120,000 underlying)
Footnotes (4)
- [F1]Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated June 30, 2011 (the "Merger Agreement"), by and among Blackboard Inc., Bulldog Holdings, LLC, and Bulldog Acquisition Sub, Inc., providing for the merger of Bulldog Acquisition Sub, Inc. with and into Blackboard Inc. (the "Merger"), in exchange for the merger consideration of $45.00 in cash per share of common stock (the "Merger Consideration").
- [F2]Disposed of pursuant to the terms of the Merger Agreement. All unvested options vested in full immediately prior to the effective time of the Merger and were then cancelled in exchange for a cash payment equal to (i) the excess of (a) the Merger Consideration over (b) the exercise price per share under the option, multiplied by (ii) the number of shares of the Issuer's common stock subject to the option.
- [F3]Each restricted stock unit represents a contingent right to receive one share of common stock of Issuer.
- [F4]Disposed of in connection with the Merger. 22,810 of the restricted stock units vested upon consummation of the Merger and were exchanged for the right to receive the $45.00 per share merger consideration. Pursuant to the amended restricted stock unit agreement between the reporting person and the Issuer executed in connection with the Merger, the remaining 97,190 restricted stock units vest on December 1, 2012, and will represent the right to receive, upon vesting, 41,922 shares of common stock of Bulldog Super Holdco, Inc. (the indirect parent of Blackboard Inc. following the Merger), which shares, as of the transaction date, had a value economically equivalent to the shares of the Issuer underlying the restricted stock units immediately prior to the effectiveness of the Merger.
Documents
Issuer
BLACKBOARD INC
CIK 0001106942
Entity typeother
Related Parties
1- filerCIK 0001291653
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 9:14 PM ET
- Size
- 23.9 KB