4//SEC Filing
WALLACH STEVEN 4
Accession 0001209191-13-006212
CIK 0001040570other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 7:08 PM ET
Size
18.7 KB
Accession
0001209191-13-006212
Insider Transaction Report
Form 4
GeoEye, Inc.GEOY
WALLACH STEVEN
SVP, Nat'l Security Strategy
Transactions
- Disposition to Issuer
Common Stock
2013-01-31−2,246→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−5,000→ 0 totalExercise: $42.04Exp: 2021-01-03→ Common Stock (5,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−4,076→ 0 totalExercise: $22.48Exp: 2022-04-18→ Common Stock (4,076 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−3,532→ 0 totalExercise: $41.30Exp: 2019-03-08→ Common Stock (3,532 underlying) - Disposition to Issuer
Restricted Stock Units
2013-01-31−1,452→ 0 totalExercise: $0.00From: 2013-03-15Exp: 2013-03-15→ Common Stock (1,452 underlying) - Disposition to Issuer
Performance Stock Units
2013-01-31−1,259→ 0 totalExercise: $0.00Exp: 2014-03-14→ Common Stock (1,259 underlying)
Footnotes (7)
- [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 January 3, 2012, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 7,125 shares of DigitalGlobe common stock for $29.50 per share.
- [F3]This option, which provided for vesting in four equal annual installments beginning March 8, 2012, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 5,033 shares of DigitalGlobe common stock for $28.98 per share.
- [F4]This option, which provided for vesting in four equal anual installments beginning April 18, 2013, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 5,808 shares of DigitalGlobe common stock for $15.77 per share.
- [F5]The Restricted Stock Unit was granted under the Issuer's 2010 Omnibus Incentive Plan. The RSU will vest on March 8, 2013, at 143%, based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and December 31, 2012 and the Reporting Person will acquire 2,359 shares of DigitalGlobe, Inc. 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.
- [F6]Each RSU represents the contingent right to receive one share of DigitalGlobe, Inc. common stock.
- [F7]The Performance Stock Unit, which is scheduled to vest, if at all, based upon the achievement of certain financial performance criteria for fiscal years ending December 31, 2012 and 2013. If the performance critera is met, no less than 20% and no more than 200% of the target amount of the award will vest on March 14, 2014. This Performance Stock Unit was assumed by DigitalGlobe in the merger and replaced with a Performance Stock Unit to acquire up to 1,431 shares of DigitalGlobe common stock, on the same terms and conditions.
Documents
Issuer
GeoEye, Inc.
CIK 0001040570
Entity typeother
Related Parties
1- filerCIK 0001566062
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 7:08 PM ET
- Size
- 18.7 KB