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4//SEC Filing

XRS Corp 4

Accession 0001209191-14-066475

CIK 0000854398operating
View on SEC.govCompany Profile

Filed

Nov 3, 7:00 PM ET

Accepted

Nov 4, 9:42 PM ET

Size

42.5 KB

Accession

0001209191-14-066475

Insider Transaction Report

Form 4
Period: 2014-10-31
XRS CorpXRSC
COUGHLAN JOHN J
Chief Executive Officer
Transactions
  • Other

    Common stock, par value $0.01

    2014-10-31$5.60/sh−552,520$3,094,112→ 0 total(indirect: By Trust)
  • Other

    Option to purchase common stock, $0.01 par value

    2014-10-31$0.20/sh−300,000$60,000→ 0 total
    Exercise: $5.40Exp: 2016-09-30→ Common stock, $0.01 par value (300,000 underlying)
  • Other

    Option to purchase common stock, $0.01 par value

    2014-10-31$2.82/sh−83,220$234,680→ 0 total
    Exercise: $2.78Exp: 2024-02-05→ Common stock, $0.01 par value (83,220 underlying)
  • Other

    Option to purchase common stock, $0.01 par value

    2014-10-31$4.27/sh−100,813$430,472→ 0 total
    Exercise: $1.33Exp: 2022-02-08→ Common stock, $0.01 par value (100,813 underlying)
  • Other

    Warrant to purchase common stock, $0.01 par value

    2014-10-31$3.38/sh−450.5$1,523→ 0 total
    Exercise: $2.22Exp: 2021-08-29→ Common stock, $0.01 par value (450.5 underlying)
  • Other

    Restricted stock unit

    2014-10-31$5.60/sh−25,685$143,836→ 0 total
    → Common stock, $0.01 par value (25,685 underlying)
  • Other

    Option to purchase common stock, $0.01 par value

    2014-10-31$4.75/sh−81,921$389,125→ 0 total
    Exercise: $0.85Exp: 2023-02-06→ Common stock, $0.01 par value (81,921 underlying)
  • Other

    Restricted stock unit

    2014-10-31$5.60/sh−37,223$208,449→ 0 total
    → Common stock, $0.01 par value (37,223 underlying)
  • Other

    Restricted stock unit

    2014-10-31$5.60/sh−48,702$272,731→ 0 total
    → Common stock, $0.01 par value (48,702 underlying)
  • Other

    Warrant to purchase common stock, $0.01 par value

    2014-10-31$3.38/sh−1,352$4,570→ 0 total
    Exercise: $2.22Exp: 2016-02-12→ Common stock, $0.01 par value (1,352 underlying)
  • Other

    Restricted stock unit

    2014-10-31$5.60/sh−31,988$179,133→ 0 total
    → Common stock, $0.01 par value (31,988 underlying)
  • Other

    Option to purchase common stock, $0.01 par value

    2014-10-31$2.75/sh−170,656$469,304→ 0 total
    Exercise: $2.85Exp: 2021-02-02→ Common stock, $0.01 par value (170,656 underlying)
  • Other

    Option to purchase common stock, $0.01 par value

    2014-10-31$2.71/sh−166,423$451,006→ 0 total
    Exercise: $2.89Exp: 2019-11-03→ Common stock, $0.01 par value (166,423 underlying)
  • Other

    Restricted stock unit

    2014-10-31$5.60/sh−16,000$89,600→ 0 total
    → Common stock, $0.01 par value (16,000 underlying)
  • Other

    Series F Preferred Stock

    2014-10-31$5.60/sh−4,505$25,228→ 0 total
    Exercise: $2.22→ Common stock, $0.01 par value (4,505 underlying)
  • Other

    Option to purchase common stock, $0.01 par value

    2014-10-31$3.60/sh−150,000$540,000→ 0 total
    Exercise: $2.00Exp: 2019-02-04→ Common stock, $0.01 par value (150,000 underlying)
  • Other

    Option to purchase common stock, $0.01 par value

    2014-10-31$2.61/sh−46,666$121,798→ 0 total
    Exercise: $2.99Exp: 2018-02-06→ Common stock, $0.01 par value (46,666 underlying)
Footnotes (6)
  • [F1]Disposed of in connection with merger (the "Merger") pursuant to previously announced Agreement and Plan of Merger dated as of August 29, 2014, by and among the issuer, Amundsen Holdings, LLC and Amundsen Merger Sub Corp.
  • [F2]Reporting person is sole trustee and members of his immediate family are among the beneficiaries of the trust.
  • [F3]Cancelled in connection with the Merger and converted into the right to receive an amount equal to (i) the total number of shares of issuer common stock subject to such warrant immediately prior to the effective time of the Merger (without regard to vesting) multiplied by (ii) the excess, if any, of (x) the consideration payable to holders of issuer common stock pursuant to the Merger ($5.60 per share) over (y) the exercise price payable per share of issuer common stock under such warrant.
  • [F4]Cancelled in connection with the Merger and converted into the right to receive an amount equal to (i) the total number of shares of issuer common stock subject to such option immediately prior to the effective time of the Merger (without regard to vesting) multiplied by (ii) the excess, if any, of (x) the consideration payable to holders of issuer common stock pursuant to the Merger ($5.60 per share) over (y) the exercise price payable per share of issuer common stock under such option.
  • [F5]Cancelled in connection with the Merger in exchange for the right to receive a lump sum cash payment equal to the product of (i) the number of shares subject to such restricted stock unit and (ii) the consideration payable to holders of issuer common stock pursuant to the Merger ($5.60 per share).
  • [F6]Pursuant to the Merger Agreement, each such share of Series F Preferred Stock was converted into the right to receive an amount in cash, without interest, equal to the product of (x) the number of shares of issuer common stock into which such shares of Series F Preferred Stock would have been converted had the reporting person converted such shares into issuer common stock immediately prior to the closing of the Merger multiplied by (y) the consideration payable to the holders of issuer common stock pursuant to the Merger ($5.60 per share). Each share of Series F Preferred Stock was convertible into one share of common stock of the issuer as of the transaction date.

Documents

1 file

Issuer

XRS Corp

CIK 0000854398

→
Entity typeoperating
IncorporatedMN

Related Parties

1
  • filerCIK 0000854398

Filing Metadata

Form type
4
Filed
Nov 3, 7:00 PM ET
Accepted
Nov 4, 9:42 PM ET
Size
42.5 KB
View on SEC.gov