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4//SEC Filing

Schuster William 4

Accession 0001209191-13-006215

CIK 0001040570other
View on SEC.govCompany Profile

Filed

Feb 3, 7:00 PM ET

Accepted

Feb 4, 7:12 PM ET

Size

44.5 KB

Accession

0001209191-13-006215

Insider Transaction Report

Form 4
Period: 2013-01-31
GeoEye, Inc.GEOY
Schuster William
Chief Operating Officer
Transactions
  • Disposition to Issuer

    Restricted Stock Unit

    2013-01-31−6,299→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (6,299 underlying)
  • Disposition to Issuer

    Performance Stock Unit

    2013-01-31−2,110→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (2,110 underlying)
  • Disposition to Issuer

    Employee Option (Right to Buy)

    2013-01-31−2,120→ 0 total
    Exercise: $19.52Exp: 2017-03-11→ Common Stock (2,120 underlying)
  • Disposition to Issuer

    Common Stock

    2013-01-31−12,619→ 0 total
  • Disposition to Issuer

    Employee Option (Right to Buy)

    2013-01-31−4,164→ 0 total
    Exercise: $41.30Exp: 2019-03-08→ Common Stock (4,164 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2013-01-31−1,098→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (1,098 underlying)
  • Disposition to Issuer

    Performance Stock Unit

    2013-01-31−2,637→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (2,637 underlying)
  • Disposition to Issuer

    Performance Stock Unit

    2013-01-31−3,164→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (3,164 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2013-01-31−2,566→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (2,566 underlying)
  • Disposition to Issuer

    Employee Stock Option Right to Buy)

    2013-01-31−6,596→ 0 total
    Exercise: $24.50Exp: 2016-08-26→ Common Stock (6,596 underlying)
  • Disposition to Issuer

    Employee Option (Right to Buy)

    2013-01-31−2,672→ 0 total
    Exercise: $32.92Exp: 2021-09-09→ Common Stock (2,672 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2013-01-31−3,850→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (3,850 underlying)
  • Disposition to Issuer

    Employee Option (Right to Buy)

    2013-01-31−23,238→ 0 total
    Exercise: $25.04Exp: 2020-03-09→ Common Stock (23,238 underlying)
  • Disposition to Issuer

    Employee Option (Right to Buy)

    2013-01-31−8,538→ 0 total
    Exercise: $22.48Exp: 2020-04-18→ Common Stock (8,538 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2013-01-31−1,711→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (1,711 underlying)
  • Disposition to Issuer

    Restricted Stock Unit

    2013-01-31−4,200→ 0 total
    Exercise: $0.00Exp: 2013-01-31→ Common Stock (4,200 underlying)
Footnotes (17)
  • [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.
  • [F10]The RSU was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. 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 1,785 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.
  • [F11]The RSU was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 2,917 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.
  • [F12]The RSU was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 4,775 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.
  • [F13]The RSU was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 4,377 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.
  • [F14]The RSU was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 7,161 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.
  • [F15]The Performance Stock Unit ("PSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 2,998 shares of DigitalGlobe common stock, after taking into effect the conversion of the PSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
  • [F16]The PSU was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 2,399 shares of DigitalGlobe common stock, after taking into effect the conversion of the PSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
  • [F17]The PSU was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 3,597 shares of DigitalGlobe common stock, after taking into effect the conversion of the PSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
  • [F2]This option, which is fully vested, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 9,399 shares of DigitalGlobe common stock for $17.19 per share.
  • [F3]This option, which provided for vesting in four equal annual installments beginning March 12, 2010 and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 3,021 shares of DigitalGlobe common stock for $13.69 per share.
  • [F4]This option, which provided for vesting in four equal annual installments beginning March 9, 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 33,114 shares of DigitalGlobe common stock for $17.57 per share.
  • [F5]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 5,933 shares of DigitalGlobe common stock for $28.98 per share.
  • [F6]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 3,807 shares of DigitalGlobe common stock for $23.10 per share.
  • [F7]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 12,166 shares of DigitalGlobe common stock for $15.78 per share.
  • [F8]The Restricted Stock Unit ("RSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. 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 2,781 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.
  • [F9]Each RSU and PSU represents the contingent right to receive one share of DigitalGlobe common stock.

Documents

1 file

Issuer

GeoEye, Inc.

CIK 0001040570

→
Entity typeother

Related Parties

1
  • filerCIK 0001321941

Filing Metadata

Form type
4
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 7:12 PM ET
Size
44.5 KB
View on SEC.gov