4//SEC Filing
RUCKUS WIRELESS INC 4
Accession 0001209191-16-124063
CIK 0001294016operating
Filed
May 26, 8:00 PM ET
Accepted
May 27, 4:38 PM ET
Size
29.3 KB
Accession
0001209191-16-124063
Insider Transaction Report
Form 4
Lo Selina Y
DirectorPresident, CEO
Transactions
- Disposition to Issuer
Common Stock
2016-05-27−1,532,960→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2016-05-27−197,171→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2016-05-27−700,000→ 0 totalExercise: $0.82Exp: 2019-11-22→ Common Stock (700,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-05-27−2,250,000→ 0 totalExercise: $5.71Exp: 2022-06-18→ Common Stock (2,250,000 underlying) - Disposition to Issuer
Common Stock
2016-05-27−2,647→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (Right to Buy)
2016-05-27−200,000→ 0 totalExercise: $13.47Exp: 2024-09-30→ Common Stock (200,000 underlying) - Disposition to Issuer
Common Stock
2016-05-27−268,597→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2016-05-27−7,800→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2016-05-27−11,099→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2016-05-27−367,004→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-05-27−1,754,904→ 0 totalExercise: $0.43Exp: 2018-01-17→ Common Stock (1,754,904 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-05-27−270,000→ 0 totalExercise: $16.19Exp: 2023-10-24→ Common Stock (270,000 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger by and among Brocade Communications Systems, Inc. ("Brocade"), Stallion Merger Sub Inc. (a wholly owned subsidiary of Brocade) and Issuer, dated as of April 3, 2016 (the "Merger Agreement"), whereby each share of Issuer common stock was exchanged for per share consideration of $6.45 in cash and 0.75 of a share of Brocade common stock, with any fractional shares being paid in cash as provided in the Merger Agreement.
- [F2]Disposed of pursuant to the Merger Agreement, whereby (i) 36,962 shares of Issuer common stock were exchanged for the per share consideration equal to $6.45 in cash and 0.75 of a share of Brocade common stock, with any fractional shares being paid in cash as provided in the Merger Agreement; and (ii) 330,042 shares of Issuer common stock underlying Issuer restricted stock unit awards were canceled and replaced with a number of restricted stock units with respect to shares of Brocade common stock, rounded down to the nearest whole number of shares, equal to the product of (x) 330,042 and (y) the quotient obtained by dividing the Equity Award Cash Consideration (as defined in the Merger Agreement) by the Parent Stock Price (as defined in the Merger Agreement).
- [F3]Disposed of pursuant to Section 3.11(a) of the Merger Agreement, whereby each Issuer vested in-the-money stock option was cancelled and exchanged for an amount in cash, less any applicable tax withholdings, equal to the product of (i) the number of Issuer shares subject to the Issuer vested in-the-money stock option, multiplied by (ii) the Equity Award Cash Consideration (as defined in the Merger Agreement), less the per share exercise price of the Issuer vested in-the-money stock option.
- [F4]Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 174,375 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value (as defined in the Merger Agreement); and (ii) Issuer unvested out-of-the-money stock options with respect to 95,625 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 95,625 multiplied by the Option Exchange Ratio (as defined in the Merger Agreement). The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent.
- [F5]Disposed of pursuant to Sections 3.11(i) and 3.11(b) of the Merger Agreement, respectively, whereby (i) Issuer vested out-of-the-money stock options with respect to 22,222 shares of Issuer common stock were cancelled and exchanged for an amount in cash equal to the Black-Scholes Option Value; and (ii) Issuer unvested out-of-the-money stock options with respect to 177,778 shares of Issuer common stock were canceled and replaced with a number of stock options to purchase shares of Brocade common stock (the "Replaced Options"), rounded down to the nearest whole number of shares, equal to the product of 177,778 multiplied by the Option Exchange Ratio (as defined in the Merger Agreement). The exercise price for the Replaced Options equals the per share exercise price of the Issuer stock option divided by the Option Exchange Ratio, rounded up to the nearest whole cent.
Documents
Issuer
RUCKUS WIRELESS INC
CIK 0001294016
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001294016
Filing Metadata
- Form type
- 4
- Filed
- May 26, 8:00 PM ET
- Accepted
- May 27, 4:38 PM ET
- Size
- 29.3 KB