4//SEC Filing
Hale Mark S 4
Accession 0001209191-18-018152
CIK 0001430602other
Filed
Mar 7, 7:00 PM ET
Accepted
Mar 8, 5:15 PM ET
Size
13.0 KB
Accession
0001209191-18-018152
Insider Transaction Report
Form 4
Hale Mark S
SVP & Chief Technology Officer
Transactions
- Disposition to Issuer
Class A Common Shares, $.01 par value per share
2018-03-06−2,526→ 0 total - Disposition to Issuer
Class A Common Shares, $.01 par value per share
2018-03-06−26,972→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Unit
2018-03-06−17,472→ 0 total→ Class A Common (17,472 underlying) - Disposition to Issuer
Options
2018-03-06−92,340→ 0 total→ Class A Common (92,340 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated July 31, 2017 (the "Merger Agreement"), by and among the Issuer, Discovery Communications, Inc. ("Discovery"), and Skylight Merger Sub, Inc., the reporting person's shares were converted into the right to receive, at the election of the reporting person, (i) mixed consideration of $65.82 in cash and 1.0584 shares of Discovery Series C common stock for each share, (ii) $90.00 in cash for each share or (iii) 3.9392 shares of Discovery Series C common stock for each share, subject to the terms and conditions set forth in the Merger Agreement including, in the case of an election to receive all cash or all stock, the proration procedures in the event that cash or stock is oversubscribed.
- [F2]Seventy percent of the reporting person's outstanding restricted stock units were converted into the right to receive a lump sum cash payment equal to (i) the number of shares subject to such percentage of the reporting person's restricted stock units, multiplied by (ii) $90.00. The remaining thirty percent of the reporting person's outstanding restricted stock units were converted into the right to receive a number of shares of Discovery Series C Common Stock equal to the product of (i) of the number of shares subject to such percentage of the reporting person's outstanding restricted stock units and (ii) 3.9392.
- [F3]Seventy percent of the reporting person's outstanding options were cancelled in exchange for the right to receive a cash payment equal to the excess of $90.00 over the exercise price of such option. The remainder of the reporting person's outstanding options were cancelled in exchange for the right to receive a fully-vested option (an "Adjusted Stock Option") to purchase the number of shares of Discovery Series C common stock equal to the product of (i) thirty percent of the number shares subject to such outstanding options, multiplied by (ii) the Option Exchange Ratio, which Adjusted Stock Option shall have an exercise price per share of Discovery Series C common stock equal to the quotient obtained by dividing (x) the exercise price of such outstanding option, by (y) the Option Exchange Ratio. The "Option Exchange Ratio" is obtained by dividing (i) the weighted average of the Scripps Class A Shares on March 5, 2018 by (ii) 22.8471.
Documents
Issuer
Scripps Networks Interactive, Inc.
CIK 0001430602
Entity typeother
Related Parties
1- filerCIK 0001328347
Filing Metadata
- Form type
- 4
- Filed
- Mar 7, 7:00 PM ET
- Accepted
- Mar 8, 5:15 PM ET
- Size
- 13.0 KB