4//SEC Filing
Neutral Tandem Inc 4
Accession 0001209191-13-032242
CIK 0001292653operating
Filed
Jun 13, 8:00 PM ET
Accepted
Jun 14, 4:22 PM ET
Size
17.3 KB
Accession
0001209191-13-032242
Insider Transaction Report
Form 4
ZWICK DAVID
Chief Financial Officer / EVP
Transactions
- Award
Common Stock, par value $0.001 per share
2013-06-12+37,585→ 242,751 total - Purchase
Employee Stock Options (right to purchase)
2013-06-12+178,882→ 178,882 totalExercise: $2.67Exp: 2023-03-15→ Common Stock (178,882 underlying) - Purchase
Employee Stock Options (right to purchase)
2013-06-12+100,000→ 100,000 totalExercise: $1.75Exp: 2022-11-28→ Common Stock (100,000 underlying) - Tax Payment
Common Stock, par value $0.001 per share
2013-06-12$4.84/sh−12,167$58,888→ 230,584 total - Expiration (Short)
Employee Stock Options (right to purchase)
2013-06-12−100,000→ 0 totalExercise: $2.22Exp: 2022-11-28→ Common Stock (100,000 underlying) - Expiration (Short)
Employee Stock Options (right to purchase)
2013-06-12−178,882→ 0 totalExercise: $3.40Exp: 2023-03-15→ Common Stock (178,882 underlying)
Footnotes (5)
- [F1]To compensate holders of outstanding options under the Neutral Tandem, Inc. 2007 Amended and Restated Equity Incentive Plan (the "2007 Plan") for the reduction in the company's stock price that occurred on the ex dividend date of the company's recently declared special dividend of $1.25 per share (the "Special Dividend"), the company's compensation committee modified all options as is mandated by antidilutive provisions contained in the 2007 Plan. The amendment of such options to reduce the exercise price is disclosed in this report by reflecting a deemed cancelation of the "old" options and a corresponding grant of replacement options. To the extent the exercise price of such options could not be fully adjusted because of the limitations of Section 409A of the Internal Revenue Code, the company's compensation committee approved the issuance of shares of restricted stock pursuant to the Plan.
- [F2]The effect of the exercise price adjustment and the issuance of new shares of restricted stock, taken together, is to provide each optionholder with the same value after the time that the company's common stock began trading ex-dividend as such optionholder had immediately prior to such time. Further, the newly issued restricted stock is 100% vested as of the date of the antidilutive adjustments.
- [F3]The reported disposition represents the withholding of shares to cover tax obligations arising from the vesting of restricted stock.
- [F4]One-quarter of the options to which this note relates vest on November 28, 2013; the remaining three-quarters of the options vest in equal monthly installments over the 36 months after November 28, 2013
- [F5]One-quarter of the options to which this note relates vest on March 15, 2014; the remaining three-quarters of the options vest in equal annual installments on the second, third and fourth anniversary following March 15, 2014.
Documents
Issuer
Neutral Tandem Inc
CIK 0001292653
Entity typeoperating
Related Parties
1- filerCIK 0001292653
Filing Metadata
- Form type
- 4
- Filed
- Jun 13, 8:00 PM ET
- Accepted
- Jun 14, 4:22 PM ET
- Size
- 17.3 KB