4//SEC Filing
OConnell Matthew M 4
Accession 0001209191-13-006217
CIK 0001040570other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 7:15 PM ET
Size
28.6 KB
Accession
0001209191-13-006217
Insider Transaction Report
Form 4
GeoEye, Inc.GEOY
OConnell Matthew M
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
2013-01-31−219,127→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−34,856→ 0 totalExercise: $25.04Exp: 2011-03-09→ Common Stock (34,856 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−55,339→ 0 totalExercise: $22.48Exp: 2020-04-18→ Common Stock (55,339 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−44,379→ 0 totalExercise: $18.00Exp: 2015-04-12→ Common Stock (44,379 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−20,126→ 0 totalExercise: $19.52Exp: 2017-03-11→ Common Stock (20,126 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−45,665→ 0 totalExercise: $41.30Exp: 2019-03-08→ Common Stock (45,665 underlying) - Disposition to Issuer
Performance Stock Units
2013-01-31−17,092→ 0 totalExercise: $0.00Exp: 2013-01-31→ Common Stock (17,092 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−24,135→ 0 totalExercise: $24.50Exp: 2016-08-26→ Common Stock (24,135 underlying) - Disposition to Issuer
Restricted Stock Units
2013-01-31−18,768→ 0 totalExercise: $0.00Exp: 2013-01-31→ Common Stock (18,768 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−45,307→ 0 totalExercise: $6.50Exp: 2014-09-23→ Common Stock (45,307 underlying)
Footnotes (11)
- [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]Each RSU and PSU represents the contingent right to receive one share of DigitalGlobe common stock.
- [F11]The Performance Stock Unit ("PSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelrate at change-in-control. The Reporting Person will acquire the right to receive 19,433 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 64,562 shares of DigitalGlobe common stock for $4.56 per share.
- [F3]Represents two options granted on April 12, 2001, both of which are fully vested. Options were assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 63,239 shares of DigitalGlobe common stock for $12.63 per share.
- [F4]This option, which is fully vested, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 34,392 shares of DigitalGlobe common stock for $17.19 per share.
- [F5]This option, which provided for vesting in four equal annual installments beginning March 12, 2010, and which accelerates in the event of a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 28,679 shares of DigitalGlobe common stock for $13.70 per share.
- [F6]This option, which provided for vesting in four equal annual installments beginning March 9, 2011, and which accelerates in the event of a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 49,669 shares of DigitalGlobe common stock for $17.57 per share.
- [F7]This option, which provided for vesting in four equal annual installments beginning March 8, 2012, and which accelerates in the event of a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 65,072 shares of DigitalGlobe common stock for $28.98 per share.
- [F8]This option, which provided for vesting in four equal annual installments beginning April 18, 2013, and which accelerates in the event of a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 78,858 shares of DigitalGlobe common stock for $15.78 per share.
- [F9]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 30,514 shares of DigitalGlobe 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.
Documents
Issuer
GeoEye, Inc.
CIK 0001040570
Entity typeother
Related Parties
1- filerCIK 0001321929
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 7:15 PM ET
- Size
- 28.6 KB