4//SEC Filing
WRAY GROVER N. 4
Accession 0001209191-17-056523
CIK 0001208208other
Filed
Oct 9, 8:00 PM ET
Accepted
Oct 10, 5:56 PM ET
Size
10.1 KB
Accession
0001209191-17-056523
Insider Transaction Report
Form 4
Wray Grover
SVP & Chief H R Officer
Transactions
- Disposition to Issuer
Common Stock
2017-10-05−94,054→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-10-05−13,208→ 0 totalExercise: $11.80Exp: 2022-03-06→ Common Stock (13,208 underlying)
Footnotes (6)
- [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]Pursuant to the terms of the Merger Agreement, (i) PSUs (as defined below) subject to an ROIC vesting metric were deemed to be achieved at "target" levels, and (ii) PSUs subject to a TSR vesting metric were deemed to be achieved as of the last trading date prior to the Effective Time and at a stock price equal to the average of the closing prices for a share of Issuer common stock for the period of five trading days immediately prior to the Effective Time.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that remained subject to unsatisfied performance-based vesting requirements ("PSU") received cash consideration of $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such PSU.
- [F5]The Reporting Person was granted an option to purchase up to 13,208 shares of Issuer common stock on March 6, 2012. The option was fully vested at the Effective Time.
- [F6]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.
Documents
Issuer
DIGITALGLOBE, INC.
CIK 0001208208
Entity typeother
Related Parties
1- filerCIK 0001374972
Filing Metadata
- Form type
- 4
- Filed
- Oct 9, 8:00 PM ET
- Accepted
- Oct 10, 5:56 PM ET
- Size
- 10.1 KB