4//SEC Filing
ROGERS ROBERT D 4
Accession 0001209191-12-031532
CIK 0001059763other
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 1:07 PM ET
Size
10.5 KB
Accession
0001209191-12-031532
Insider Transaction Report
Form 4
ADAMS GOLF INCADGF
ROGERS ROBERT D
Director
Transactions
- Disposition to Issuer
Common Stock
2012-06-01$10.80/sh−12,273$132,548→ 0 total - Disposition to Issuer
Stock Options (right to purchase)
2012-06-01$6.00/sh−12,500$75,000→ 0 totalExercise: $4.80Exp: 2014-05-27→ Common Stock (12,500 underlying) - Disposition to Issuer
Common Stock
2012-06-01$10.80/sh−1,250$13,500→ 0 total(indirect: See Footnote)
Footnotes (6)
- [F1]The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement except to the extent of his pecuniary interest therein.
- [F2]Effective June 1, 2012, pursuant to that certain Agreement and Plan of Merger, dated as of March 18, 2012, by and among Adams Golf, Inc. (the "Issuer"), Taylor Made Golf Company, Inc. ("Taylor Made") and Apple Tree Acquisition Corp., a wholly owned subsidiary of Taylor Made ("Apple Tree"), Apple Tree merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Taylor Made (the "Merger"). As consideration for the Merger, the shares of common stock held by the reporting person, including 7,500 restricted shares of common stock that vested in full upon consummation of the Merger, were automatically cancelled and converted into the right to receive $10.80 per share in cash.
- [F3]Represents shares held by The Robert D. Rogers Family Trust for the benefit of the reporting person. The reporting person is trustee of the trust and may therefore be deemed to beneficially own the shares held by the trust.
- [F4]The previously reported exercise price, and the number of shares of common stock issuable upon exercise, has been adjusted to reflect the one-for-four reverse stock split of the common stock that occurred on February 19, 2008.
- [F5]Pursuant to the Merger, all options to purchase shares of the Issuer's common stock held by the reporting person were cancelled and converted into the right to receive a cash payment equal to the excess of $10.80 over the per share exercise price of such options for each share of the Issuer's common stock subject to such options.
- [F6]The options vested in equal annual installments on the first four anniversaries of the date of grant, May 27, 2004.
Documents
Issuer
ADAMS GOLF INC
CIK 0001059763
Entity typeother
Related Parties
1- filerCIK 0001190382
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 1:07 PM ET
- Size
- 10.5 KB