4//SEC Filing
Tully Christopher 4
Accession 0001209191-13-006211
CIK 0001040570other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 7:07 PM ET
Size
21.4 KB
Accession
0001209191-13-006211
Insider Transaction Report
Form 4
GeoEye, Inc.GEOY
Tully Christopher
Senior Vice President, Sales
Transactions
- Disposition to Issuer
Common Stock
2013-01-31−6,310→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−4,491→ 0 totalExercise: $41.30Exp: 2019-03-08→ Common Stock (4,491 underlying) - Disposition to Issuer
Restricted Stock Unit
2013-01-31−1,846→ 0 totalExercise: $0.00From: 2013-03-15Exp: 2013-03-15→ Common Stock (1,846 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−15,000→ 0 totalExercise: $28.78Exp: 2020-03-15→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−4,705→ 0 totalExercise: $28.78Exp: 2020-03-15→ Common Stock (4,705 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−6,111→ 0 totalExercise: $22.48Exp: 2022-04-18→ Common Stock (6,111 underlying) - Disposition to Issuer
Performance Stock Unit
2013-01-31−1,887→ 0 totalExercise: $0.00From: 2014-03-14Exp: 2014-03-14→ Common Stock (1,887 underlying)
Footnotes (8)
- [F1]Pursuant to the terms of an Agreement and Plan of Merger, dated as of July 22, 2012, as amended ("Merger"), between DigitalGlobe, Inc. ("DigitalGlobe"), GeoEye, Inc., and the parties named therein, Issuer common stockholders had the right to elect to receive consideration of either: (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, (ii) 100% of the consideration in cash ($20.27) or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of Issuer common stock they own, with the amount of cash and stock subject to proration as set forth in the merger agreement. Assumes that the shares of Issuer common stock owned by the Reporting Person were exchanged for 1.425 shares of DigitalGlobe common stock upon consummation of the merger.
- [F2]This option, which provided for vesting in four equal annual installments beginning March 15, 2011, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 21,375 shares of DigitalGlobe common stock for $20.20 per share.
- [F3]This option, which provided for vesting in four equal annual installments beginning March 15, 2011, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 6,704 shares of DigitalGlobe common stock for $20.20 per share.
- [F4]This option, which provided for vesting in four equal annual installments beginning March 8, 2012, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 6,399 shares of DigitalGlobe common stock for $28.98 per share.
- [F5]This option, which provided for vesting in four equal annual installments beginning April 18, 2013, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 8,708 shares of DigitalGlobe common stock for $15.78 per share.
- [F6]The Restricted Stock Unit ("RSU") was granted under the Issuer's 2010 Omnibus Incentive Plan. The RSU will vest at 143% based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and 2012. The Reporting Person will acquire the right to receive 3,001 shares of DigitalGlobe common stock, after taking into effect the conversion of the RSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
- [F7]Each RSU and PSU represents the contingent right to receive one share of DigitalGlobe common stock.
- [F8]The Performance Stock Unit ("PSU") which is subject to vest, if at all, based upon the achievemet of certain financial performance criteria for fiscal years ending December 31, 2012 and 2013. If the performance criteria is met, no less than 20% anf no more than 200% of the target amount of the award will vest on March 14, 2013. This PSU was assumed by DigitalGlobe in the Merger and replaced with a PSU to acquire shares of DigitalGlobe common stock on the same terms and conditions.
Documents
Issuer
GeoEye, Inc.
CIK 0001040570
Entity typeother
Related Parties
1- filerCIK 0001310453
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 7:07 PM ET
- Size
- 21.4 KB