4//SEC Filing
URS CORP /NEW/ 4
Accession 0001209191-14-064108
CIK 0000102379operating
Filed
Oct 20, 8:00 PM ET
Accepted
Oct 21, 2:32 PM ET
Size
14.0 KB
Accession
0001209191-14-064108
Insider Transaction Report
Form 4
JANDEGIAN GARY V
President URS Div., Vice Pres.
Transactions
- Disposition to Issuer
Common Stock
2014-10-17−92,630→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Units
2014-10-17−12,500→ 0 totalExercise: $0.00→ Common Stock (12,500 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2014-10-17−12,500→ 0 totalExercise: $0.00→ Common Stock (12,500 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2014-10-17−4,375→ 0 totalExercise: $0.00→ Common Stock (4,375 underlying)
Footnotes (4)
- [F1]The shares were disposed of in the acquisition of the Issuer (the "Merger") by AECOM Technology Corporation ("AECOM") under the Agreement and Plan of Merger, dated July 11, 2014, by and among AECOM, the Issuer, ACM Mountain I, LLC and ACM Mountain II, LLC (the "Merger Agreement"). Upon consummation of the Merger, each share of the Issuer's common stock was converted into the right to receive an amount, either in cash or AECOM common stock, at the election of the shareholder, with a value equal to $53.991 (the "Merger Consideration") (net of any required withholding taxes with respect to restricted stock holdings), calculated in accordance with the Merger Agreement and subject to the election, proration and adjustment procedures set forth in the Merger Agreement. Amount includes 56,876 shares of restricted stock (the acquisition of which was previously reported in Table I) that fully vested immediately prior to consummation of the Merger.
- [F2]As of the date of this Form 4, the calculations related to the election, proration and adjustment procedures set forth in the Merger Agreement have not been completed. Accordingly, it is not possible at this time to determine the form of Merger Consideration to be received by the Reporting Person.
- [F3]The performance restricted stock units, which provided for vesting on May 1, 2016 were cancelled in connection with the Merger for no consideration.
- [F4]The restricted stock units subject to performance-based conditions vested in full (based on the deemed achievement of the performance goals at target level) immediately prior to consummation of the Merger and were disposed of in the Merger in exchange for the right to receive the Merger Consideration, in the form of cash or AECOM common stock, at the Reporting Person's election, subject to proration and adjustment, along with any corresponding accrued but unpaid dividends (less applicable tax withholding). The restricted stock units were reported previously in Table II at grant based on the target number of shares of Common Stock issuable upon vesting and the target amounts are reflected in this table.
Documents
Issuer
URS CORP /NEW/
CIK 0000102379
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000102379
Filing Metadata
- Form type
- 4
- Filed
- Oct 20, 8:00 PM ET
- Accepted
- Oct 21, 2:32 PM ET
- Size
- 14.0 KB