4//SEC Filing
Warren William L 4
Accession 0001209191-13-006218
CIK 0001040570other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 7:16 PM ET
Size
30.9 KB
Accession
0001209191-13-006218
Insider Transaction Report
Form 4
GeoEye, Inc.GEOY
Warren William L
Senior VP, General Counsel
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−21,359→ 0 totalExercise: $6.50Exp: 2014-09-23→ Common Stock (21,359 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−4,667→ 0 totalExercise: $18.00Exp: 2015-04-12→ Common Stock (4,667 underlying) - Disposition to Issuer
Restricted Stock Unit
2013-01-31−5,174→ 0 totalExercise: $0.00Exp: 2013-01-31→ Common Stock (5,174 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−3,646→ 0 totalExercise: $18.00Exp: 2015-04-12→ Common Stock (3,646 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−7,382→ 0 totalExercise: $24.50Exp: 2016-08-26→ Common Stock (7,382 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−14,523→ 0 totalExercise: $25.04Exp: 2020-03-09→ Common Stock (14,523 underlying) - Disposition to Issuer
Common Stock
2013-01-31−20,284→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−6,573→ 0 totalExercise: $19.52Exp: 2017-03-11→ Common Stock (6,573 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−12,588→ 0 totalExercise: $41.30Exp: 2019-03-08→ Common Stock (12,588 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-01-31−15,722→ 0 totalExercise: $22.48Exp: 2020-04-18→ Common Stock (15,722 underlying) - Disposition to Issuer
Performance Stock Unit
2013-01-31−4,856→ 0 totalExercise: $0.00Exp: 2013-01-31→ Common Stock (4,856 underlying)
Footnotes (12)
- [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 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 8,412 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]Each RSU and PSU represents the contingent right to receive one share of DigitalGlobe common stock.
- [F12]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 5,521 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 30,436 shares of DigitalGlobe common stock for $4.56 per share.
- [F3]This option, which is fully vested, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 5,195 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 6,650 shares of DigitalGlobe common stock for $12.63 per share.
- [F5]This option, which is fully vested, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 10,519 shares of DigitalGlobe common stock for $17.19 per share.
- [F6]This option, which provided for vesting in four equal annual increments 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 9,366 shares of DigitalGlobe common stock for $13.69 per share.
- [F7]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 14,523 shares of DigitalGlobe common stock for $17.57 per share.
- [F8]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 17,937 shares of DigitalGlobe common stock for $28.98 per share.
- [F9]This option, which provided for vesting in four equal annual installments begining 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 22,403 shares of DigitalGlobe common stock for $15.78 per share.
Documents
Issuer
GeoEye, Inc.
CIK 0001040570
Entity typeother
Related Parties
1- filerCIK 0001321931
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 7:16 PM ET
- Size
- 30.9 KB