4//SEC Filing
STALLINGS THOMAS J 4
Accession 0001209191-12-037472
CIK 0000894738other
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 9:59 PM ET
Size
29.7 KB
Accession
0001209191-12-037472
Insider Transaction Report
Form 4
STALLINGS THOMAS J
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
class A common stock
2012-07-02$7.25/sh−125,000$906,250→ 0 total - Disposition to Issuer
class A common stock
2012-07-02$4.75/sh−75,000$356,250→ 0 totalExercise: $2.50Exp: 2013-12-01→ class A common stock (75,000 underlying) - Disposition to Issuer
class A common stock
2012-07-02$3.00/sh−200,000$600,000→ 0 totalExercise: $4.25Exp: 2021-09-28→ class A common stock (200,000 underlying) - Disposition to Issuer
class A common stock
2012-07-02$6.24/sh−13,250$82,680→ 0 totalExercise: $1.01Exp: 2014-10-14→ class A common stock (13,250 underlying) - Disposition to Issuer
class A common stock
2012-07-02$3.13/sh−125,000$391,250→ 0 totalExercise: $4.12Exp: 2021-03-10→ class A common stock (125,000 underlying) - Disposition to Issuer
class A common stock
2012-07-02$3.75/sh−100,000$375,000→ 0 totalExercise: $3.50Exp: 2016-09-25→ class A common stock (100,000 underlying) - Disposition to Issuer
class A common stock
2012-07-02$5.35/sh−66,000$353,100→ 0 totalExercise: $1.90Exp: 2015-08-01→ class A common stock (66,000 underlying) - Disposition to Issuer
class A common stock
2012-07-02$5.57/sh−4,297$23,934→ 0 totalExercise: $1.68Exp: 2018-11-14→ class A common stock (4,297 underlying) - Disposition to Issuer
class A common stock
2012-07-02$5.56/sh−200,000$1,112,000→ 0 totalExercise: $1.69Exp: 2019-09-28→ class A common stock (200,000 underlying) - Disposition to Issuer
class A common stock
2012-07-02$4.50/sh−200,000$900,000→ 0 totalExercise: $2.75Exp: 2015-11-17→ class A common stock (200,000 underlying)
Footnotes (10)
- [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").
- [F10]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 $600,000, 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.
- [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 $356,250, 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.
- [F3]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 $82,680, 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.
- [F4]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 $353,100, 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.
- [F5]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 $900,000, 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.
- [F6]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 $375,000, 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.
- [F7]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 $23,934.29, 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.
- [F8]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 $1,112,000, 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.
- [F9]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 $391,250, 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.
Documents
Issuer
EASYLINK SERVICES INTERNATIONAL CORP
CIK 0000894738
Entity typeother
Related Parties
1- filerCIK 0001272861
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 9:59 PM ET
- Size
- 29.7 KB