Bassan-Eskenazi Amir 4

Accession 0001209191-11-057925

CIK 0001381325other

View on SEC.gov Company Profile

Filed

Nov 22, 7:00 PM ET

Accepted

Nov 23, 2:26 PM ET

Size

45.7 KB

Accession

0001209191-11-057925

Insider Transaction Report

Form 4

Period: 2011-11-21

BigBand Networks, Inc.BBND

Bassan-Eskenazi Amir

DirectorPresident & CEO

Transactions

Disposition to Issuer
Restricted Stock Units
2011-11-21−41,250→ 0 total
→ Common Stock (41,250 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−41,666→ 41,666 total
→ Common Stock (41,666 underlying)
Disposition from Tender
Common Stock
2011-11-21$2.24/sh−498,364$1,116,335→ 0 total
Disposition from Tender
Common Stock
2011-11-21$2.24/sh−424,258$950,338→ 0 total(indirect: See footnote)
Disposition to Issuer
Restricted Stock Units
2011-11-21−41,666→ 0 total
→ Common Stock (41,666 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2011-11-21−103,500→ 0 total
Exercise: $0.60Exp: 2013-04-30→ Common Stock (103,500 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−43,750→ 43,750 total
→ Common Stock (43,750 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−55,000→ 55,000 total
→ Common Stock (55,000 underlying)
Disposition from Tender
Common Stock
2011-11-21$2.24/sh−5,851$13,106→ 0 total(indirect: See footnote)
Disposition from Tender
Common Stock
2011-11-21$2.24/sh−5,851$13,106→ 0 total(indirect: See footnote)
Disposition to Issuer
Restricted Stock Units
2011-11-21−68,750→ 41,250 total
→ Common Stock (68,750 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−55,000→ 0 total
→ Common Stock (55,000 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−43,750→ 0 total
→ Common Stock (43,750 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−45,500→ 0 total
→ Common Stock (45,500 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2011-11-21−738,174→ 0 total
Exercise: $0.60Exp: 2012-12-31→ Common Stock (738,174 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2011-11-21−688,106→ 0 total
Exercise: $1.00Exp: 2014-09-28→ Common Stock (688,106 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−35,750→ 35,750 total
→ Common Stock (35,750 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−35,750→ 0 total
→ Common Stock (35,750 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-21−45,500→ 45,500 total
→ Common Stock (45,500 underlying)

Footnotes (28)

[F1]Shares held directly by the Reporting Person's spouse.
[F10]None of the 100,000 restricted stock units originally awarded on May 19, 2009 have vested. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 50,000 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.
[F11]Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $112,200.00, which represents $2.24 for each outstanding unit.
[F12]The remaining restricted stock units vest in one installment on May 19, 2013.
[F13]A total of 125,000 restricted stock units were originally awarded on November 18, 2010 of which 41,668 units have vested and converted into an equal number of shares of common stock. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 41,666 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.
[F14]Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $93,331.84, which represents $2.24 for each outstanding unit.
[F15]The remaining restricted stock units vest in two equal installments on May 18, 2012 and February 18, 2013.
[F16]A total of 105,000 restricted stock units were originally awarded on March 14, 2011 of which 17,500 units have vested and converted into an equal number of shares of common stock. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 43,750 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.
[F17]Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $93,331.84, which represents $2.24 for each outstanding unit.
[F18]The remaining restricted stock units vest in five equal semi-annual installments beginning on March 14, 2012.
[F19]A total of 143,000 restricted stock units were originally awarded on June 11, 2010 of which 71,500 units have vested and converted into an equal number of shares of common stock. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 35,750 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.
[F2]Shares held directly by the Reporting Person's son.
[F20]Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $80,080.00 which represents $2.24 for each outstanding unit.
[F21]The remaining restricted stock units vest in three equal semi-annual installments beginning on February 11, 2012.
[F22]None of the 91,000 restricted stock units originally awarded on June 11, 2010 have vested. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 45,500 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.
[F23]Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $101,920, which represents $2.24 for each outstanding unit.
[F24]The remaining restricted stock units vest in one installment on June 11, 2015.
[F25]Shares subject to the option are fully vested and immediately exercisable.
[F26]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,210,605.36, which represents the difference between $2.24 and the exercise price of the option per share.
[F27]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $169,740.00, which represents the difference between $2.24 and the exercise price of the option per share.
[F28]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $853,251.44, which represents the difference between $2.24 and the exercise price of the option per share.
[F3]Shares held directly by the Reporting Person's daughter.
[F4]Each restricted stock unit represents a contingent right to receive one share of BBND common stock.
[F5]A total of 220,000 restricted stock units were originally awarded on May 19, 2009 of which 110,000 units have vested and converted into an equal number of shares of common stock. An additional 27,500 units vested on November 19, 2011. Pursuant to the terms of Mr. Bassan-Eskenazi 's employment agreement, as amended, 41,250 units vested on November 21, 2011 upon the acceptance date for the tender offer made by Amsterdam Acquisition Sub, Inc., a subsidiary of ARRIS Group, Inc., for all outstanding BigBand shares.
[F6]Not applicable.
[F7]Pursuant to the provisions of the Merger Agreement between the Issuer and ARRIS Group, Inc. dated October 10, 2011 (the "Merger Agreement"), the vested restricted stock units were cancelled in exchange for a cash payment of $154,000.00, which represents $2.24 for each outstanding unit.
[F8]The remaining restricted stock units vest in three equal semi-annual installments beginning on May 19, 2012.
[F9]Pursuant to the Merger Agreement, each unvested restricted stock unit will be assumed by ARRIS and converted into a restricted stock unit for 0.2055 shares of ARRIS common stock.

Documents

1 file

4
c25129_4x0.xmlPrimary
MAIN DOCUMENT DESCRIPTION

Issuer

BigBand Networks, Inc.

CIK 0001381325

→

Entity typeother

Related Parties

filerCIK 0001392930

Filing Metadata

Form type: 4
Filed: Nov 22, 7:00 PM ET
Accepted: Nov 23, 2:26 PM ET
Size: 45.7 KB

View on SEC.gov