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4//SEC Filing

COOKE KIM 4

Accession 0001209191-12-037466

CIK 0000894738other

Filed

Jul 4, 8:00 PM ET

Accepted

Jul 5, 9:56 PM ET

Size

8.4 KB

Accession

0001209191-12-037466

Insider Transaction Report

Form 4
Period: 2012-07-02
COOKE KIM
Director
Transactions
  • Disposition to Issuer

    class a common stock

    2012-07-02$4.25/sh7,500$31,8750 total
    Exercise: $3.00Exp: 2014-01-04class A common stock (7,500 underlying)
  • Disposition to Issuer

    class A common stock

    2012-07-02$7.50/sh140,395$1,052,9630 total
Footnotes (2)
  • [F1]Disposed of in a transaction exempt under Section 16(b) of the Securities Act of 1934, as amended (the "Exchange Act"), by virtue of Rule 16b-3(e) thereunder, pursuant to an Agreement and Plan of Merger, dated as of May 1, 2012 (the "Merger Agreement"), by and among Open Text Corporation ("Parent"), Epic Acquisition Sub Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") and EasyLink Services International Corporation (the "Company"). Under the Merger Agreement, Merger Sub was merged into the Company (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's class A common stock (the "Common Stock") was cancelled and converted automatically into the right to receive $7.25 in cash (the "Merger Consideration").
  • [F2]This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $31,875, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.

Issuer

EASYLINK SERVICES INTERNATIONAL CORP

CIK 0000894738

Entity typeother

Related Parties

1
  • filerCIK 0001127929

Filing Metadata

Form type
4
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 9:56 PM ET
Size
8.4 KB