4//SEC Filing
ESTES HOWELL M 4
Accession 0001209191-17-056507
CIK 0001208208other
Filed
Oct 9, 8:00 PM ET
Accepted
Oct 10, 5:48 PM ET
Size
11.3 KB
Accession
0001209191-17-056507
Insider Transaction Report
Form 4
ESTES HOWELL M
Director
Transactions
- Disposition to Issuer
Common Stock
2017-10-05−64,266→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2017-10-05−23,484→ 0 totalExercise: $21.30Exp: 2019-02-23→ Common Stock (23,484 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2017-10-05−6,000→ 0 totalExercise: $27.40Exp: 2018-03-19→ Common Stock (6,000 underlying)
Footnotes (5)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger dated as of February 24, 2017 ("Merger Agreement"), by and among the Issuer, MacDonald, Dettwiler and Associates Ltd., ("MDA"), SSL MDA Holdings, Inc., and Merlin Merger Sub, Inc., at the Effective Time (as defined in the Merger Agreement), each share of Issuer common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive: (i) $17.50 in cash, without interest and less any required withholding taxes, and (ii) 0.3132 of an MDA common share, rounded down to the nearest share.
- [F2]Includes shares underlying time-based vesting restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, the RSUs were assumed by MDA at the Effective Time and represented the right to receive $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such RSUs. The shares underlying such RSUs continued to vest and be subject to the original terms and conditions as were applicable before the Effective Time, except that the cash component was deemed fully vested at the Effective Time.
- [F3]The Reporting Person was granted an option to purchase up to 6,000 shares of Issuer common stock on March 19, 2008. The option was fully vested at time of Effective Time.
- [F4]Disposed of pursuant to the Merger Agreement, pursuant to which all outstanding options fully vested and converted into the right to receive cash in an amount equal to the product of $17.50 and the number of shares subject to the option less the Total Cash Exercise Price (as defined in the Merger Agreement) and a number of MDA shares equal to (a) the positive difference, if any, between (i) the product of 0.3132, the Parent Closing Stock Value (as defined in the Merger Agreement) and the number of Issuer shares subject to the option less (ii) the aggregate exercise price of the option reduced by the Total Cash Exercise Price, divided by (b) the Parent Closing Stock Value.
- [F5]The Reporting Person was granted an option to purchase up to 23,484 shares of Issuer common stock on February 23, 2009. The option was fully vested at the Effective Date.
Documents
Issuer
DIGITALGLOBE, INC.
CIK 0001208208
Entity typeother
Related Parties
1- filerCIK 0001138355
Filing Metadata
- Form type
- 4
- Filed
- Oct 9, 8:00 PM ET
- Accepted
- Oct 10, 5:48 PM ET
- Size
- 11.3 KB