4//SEC Filing
Edwards Steve 4
Accession 0001209191-17-048162
CIK 0001265888other
Filed
Aug 7, 8:00 PM ET
Accepted
Aug 8, 6:25 PM ET
Size
16.6 KB
Accession
0001209191-17-048162
Insider Transaction Report
Form 4
NEUSTAR INCNSR
Edwards Steve
SVP, Carrier Svcs & N Am Sales
Transactions
- Disposition to Issuer
Employee Stock Options
2017-08-08−3,273→ 0 totalExercise: $21.06→ Class A Common Stock (3,273 underlying) - Disposition to Issuer
Restricted Stock Units
2017-08-08−8,812→ 0 totalExercise: $0.00→ Class A Common Stock (8,812 underlying) - Disposition to Issuer
Employee Stock Options
2017-08-08−19,712→ 0 totalExercise: $26.45→ Class A Common Stock (19,712 underlying) - Disposition to Issuer
Class A Common Stock
2017-08-08$33.50/sh−57,945$1,941,158→ 0 total - Disposition to Issuer
Performance Vested Restricted Stock Units
2017-08-08−70,313→ 0 totalExercise: $0.00→ Class A Common Stock (70,313 underlying)
Footnotes (4)
- [F1]Pursuant to an Agreement and Plan of Merger by and among the Issuer, Aerial Topco, L.P. ("Parent") and Aerial Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Issuer on August 8, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each share of Class A Common Stock outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $33.50 in cash, without interest.
- [F2]Pursuant to an Agreement and Plan of Merger by and among the Issuer, Aerial Topco, L.P. ("Parent") and Aerial Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Issuer on August 8, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each restricted stock unit outstanding subject to time-based vesting, automatically and without any required action on the part of the Reporting Person, became fully vested and canceled in exchange for a right to receive a cash payment in an amount equal to $33.50, without interest, for each share of Class A Common Stock underlying the restricted stock unit, less any required withholding taxes.
- [F3]Pursuant to an Agreement and Plan of Merger by and among the Issuer, Aerial Topco, L.P. ("Parent") and Aerial Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Issuer on August 8, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, the performance-based conditions to which each outstanding performance stock unit was subject were deemed satisfied at the target levels for any performance period not completed, and such performance stock unit, automatically and without any required action on the part of the Reporting Person, was canceled in exchange for a right to receive a cash payment in an amount equal to $33.50, without interest, for each share of Class A Common Stock underlying the performance stock unit, less any required withholding taxes.
- [F4]Pursuant to an Agreement and Plan of Merger by and among the Issuer, Aerial Topco, L.P. ("Parent") and Aerial Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Issuer on August 8, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each employee stock option outstanding, whether or not vested and exercisable, automatically and without any required action on the part of the Reporting Person, was cancelled in exchange for the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (i) the excess, if any, of $33.50, without interest, over the per share exercise price of such employee stock option and (ii) the total number of shares of Class A Common Stock otherwise issuable upon exercise of such employee stock option immediately prior to the effective time of the Merger.
Documents
Issuer
NEUSTAR INC
CIK 0001265888
Entity typeother
Related Parties
1- filerCIK 0001509064
Filing Metadata
- Form type
- 4
- Filed
- Aug 7, 8:00 PM ET
- Accepted
- Aug 8, 6:25 PM ET
- Size
- 16.6 KB