4//SEC Filing
Fleetmatics Group plc 4
Accession 0001209191-16-148579
CIK 0001526160operating
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 3:16 PM ET
Size
17.8 KB
Accession
0001209191-16-148579
Insider Transaction Report
Form 4
TRAVERS JAMES M
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Ordinary Shares, ?0.015 par value per share
2016-11-07−335,143→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2016-11-07−217,083→ 0 totalExercise: $3.08Exp: 2017-12-28→ Ordinary Shares, ?0.015 par value per share (217,083 underlying)
Footnotes (9)
- [F1]As of the Effective Time (as defined below), the Reporting Person beneficially owned (i) 1,003 ordinary shares of the Issuer, 0.015 EURO par value per share (the "Ordinary Shares"), of which 1,002 Ordinary Shares were acquired pursuant to the Issuer's 2012 Employee Stock Purchase Plan, (ii) 96,524 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan"), of which 7,824 RSUs were vested and 88,700 RSUs were unvested and subject to the time-based vesting terms in accordance with the vesting schedule that applied to such RSUs immediately prior to the Effective Time, and (iii) 237,616 performance stock units ("PSUs") issued under the Plan, of which 83,426 PSUs were vested and 154,190 PSUs remained unvested subject to time-based vesting terms in accordance with the vesting schedule that applied to such PSUs immediately prior to the Effective Time; provided, however, pursuant to the terms of the Transaction Agreement
- [F2](as defined below), any performance measures applicable to such unvested PSUs were deemed to have been satisfied as of the Effective Time as if 100% of the applicable performance targets had been achieved. Due to a clerical error, the Ordinary Shares beneficially owned by the Reporting Person which are reported on this form include one Ordinary Share not previously reported on prior forms filed by the Reporting Person.
- [F3]Pursuant to the terms of the Transaction Agreement between the Issuer, Verizon Business International Holdings B.V. and Verizon Communications Inc. ("Verizon"), dated July 30, 2016 (the "Transaction Agreement"), each Ordinary Share that was beneficially owned by the Reporting Person immediately prior to the effective time of the scheme (the "Effective Time"), was cancelled, extinguished and converted into the right to receive a cash amount equal to US$60.00 per Ordinary Share (the "Cash Consideration"), without interest and net of applicable tax withholdings.
- [F4]Pursuant to the terms of the Transaction Agreement, each vested RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive a cash amount equal to the Cash Consideration, without interest and net of applicable tax withholdings.
- [F5]Pursuant to the terms of the Transaction Agreement, (i) each unvested RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings, and (ii) all amounts payable with respect to such unvested RSUs shall (x) be deemed earned and vested on the date(s) on which such unvested RSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested RSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested RSUs.
- [F6]Pursuant to the terms of the Transaction Agreement, each vested PSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive a cash amount equal to the Cash Consideration without interest and net of applicable tax withholdings.
- [F7]Pursuant to the terms of the Transaction Agreement, (i) each unvested PSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings and (ii) all amounts payable with respect to such unvested PSUs shall (x) be deemed earned and vested on the date(s) on which such unvested PSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested PSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested PSUs.
- [F8]Immediately prior to the Effective Time, the Reporting Person beneficially owned unexercised options to purchase 217,083 ordinary shares of the Issuer, 0.015 EURO par value per share (the "Options") issued pursuant to the Issuer's Amended and Restated 2004 Share Option Plan (the "2004 Plan").
- [F9]Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the Options were cancelled, terminated and converted into the right to receive, for each ordinary share subject to the Options, the Cash Consideration, without interest and less the exercise price and net of applicable tax withholdings.
Issuer
Fleetmatics Group plc
CIK 0001526160
Entity typeoperating
IncorporatedIreland
Related Parties
1- filerCIK 0001526160
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 3:16 PM ET
- Size
- 17.8 KB