4//SEC Filing
MONAHAN MICHAEL P. 4
Accession 0001209191-19-018374
CIK 0001096376other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 2:56 PM ET
Size
20.4 KB
Accession
0001209191-19-018374
Insider Transaction Report
Form 4
MONAHAN MICHAEL P.
Chief Financial Officer
Transactions
- Disposition to Issuer
Performance-Based Restricted Stock Units
2019-03-08−19,924→ 0 total→ Common Stock (19,924 underlying) - Award
Common Stock
2019-03-08+6,259→ 6,259 total - Award
Common Stock
2019-03-08+19,924→ 19,924 total - Disposition to Issuer
Option to Purchase Common Stock
2019-03-08−6,259→ 0 totalExercise: $20.94From: 2019-01-04Exp: 2023-01-04→ Common Stock (6,259 underlying) - Disposition to Issuer
Common Stock
2019-03-08−110,625→ 0 total - Award
Common Stock
2019-03-08+20,202→ 20,202 total - Disposition to Issuer
Performance-Based Restricted Stock Units
2019-03-08−20,202→ 0 total→ Common Stock (20,202 underlying)
Footnotes (8)
- [F1]This amount includes 10,202 shares of Issuer Common Stock subject to restricted stock awards that, subject to the terms of the Issuer's Amended and Restated 2008 Long-Term Incentive Plan, as amended (the "Plan") and the applicable award agreement issued thereunder, were previously granted to the Reporting Person and, as of the Effective Time, were converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4.
- [F2]This amount includes 21,368 shares of Issuer Common Stock subject to PRSUs that, subject to the terms of the Plan and the applicable award agreement issued thereunder, were previously granted to the Reporting Person and, as of the Effective Time, were converted into the right to receive an amount of time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4.
- [F3]As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated December 9, 2018, by and among the Issuer, Tivity Health, Inc. ("Tivity Health"), and Sweet Acquisition Sub Inc., a wholly owned subsidiary of Tivity Health (the "Merger Agreement"), (i) each share of the Issuer's common stock, $0.001 par value per share ("Issuer Common Stock") held by the Reporting Person was converted into the right to receive (a) $38.75 in cash and (b) 0.2141 shares of Tivity Health common stock, par value $0.001 per share ("Tivity Health Common Stock"), plus cash in lieu of a fractional share of Tivity Health Common Stock; (ii) each option to purchase Issuer Common Stock held by the Reporting Person was cancelled and converted into the right to receive, in respect of each Net Option Share (as defined in the Merger Agreement) subject to each option, an amount in cash equal to the Merger Consideration Value (as defined in the Merger Agreement);
- [F4]Cont'd from Footnote 1: (iii) each restricted stock award held by the Reporting Person was converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such restricted stock awards multiplied by (b) the Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded to the nearest whole number of shares of Tivity Health Common Stock; and (iv) each performance-based restricted stock unit ("PRSUs") held by the Reporting Person was converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such PRSUs (based on the actual or maximum performance level achievable by the Issuer as provided in the Merger Agreement) multiplied by (b) the Equity Award Exchange Ratio, rounded to the nearest whole number of shares of Tivity Health Common Stock.
- [F5]At grant, this stock option represented the right to purchase shares of Issuer Common Stock subject to the terms of the Plan and the applicable award agreement issued thereunder.
- [F6]As of the Effective Time, pursuant to the terms of the Merger Agreement, this stock option was cancelled and converted into the right to receive, in respect of each Net Option Share subject to this stock option, an amount in cash equal to the Merger Consideration Value.
- [F7]These PRSUs represented the contingent right to receive shares of Issuer Common Stock subject to the Issuer's achievement of performance conditions, subject to the terms of the Plan and the applicable award agreement issued thereunder.
- [F8]As of the Effective Time, pursuant to the terms of the Merger Agreement, such PRSUs were converted into the right to receive an amount of time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4, assuming maximum performance was achieved.
Documents
Issuer
NUTRI SYSTEM INC /DE/
CIK 0001096376
Entity typeother
Related Parties
1- filerCIK 0001577151
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 2:56 PM ET
- Size
- 20.4 KB