4//SEC Filing
WEED MONICA M 4
Accession 0001209191-19-053267
CIK 0001019737other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 3:36 PM ET
Size
15.5 KB
Accession
0001209191-19-053267
Insider Transaction Report
Form 4
WEED MONICA M
VP and General Counsel
Transactions
- Disposition to Issuer
Common Stock
2019-10-11−102,831→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-11−16,330→ 0 totalExercise: $13.36Exp: 2021-03-16→ Common Stock (16,330 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-11−9,962→ 0 totalExercise: $18.45Exp: 2020-03-17→ Common Stock (9,962 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-11−19,429→ 0 totalExercise: $15.11Exp: 2022-03-15→ Common Stock (19,429 underlying) - Disposition to Issuer
Restricted Stock Units
2019-10-11−40,033→ 0 total→ Common Stock (9,962 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 2, 2019, by and between the registrant and Guidehouse LLP ("Parent"), a Delaware limited liability partnership and Isaac Merger Sub, Inc. ("Merger Sub"), effective as of the effective time of the merger of Merger Sub with and into the registrant (the "Merger"), these shares of the registrant's common stock were canceled and converted to the right to receive $28 in cash per share (the "Merger Consideration"). This includes 14,439 restricted share units subject to time-based vesting conditions previously reported and which remain subject to the same time-based vesting conditions and settlement dates as in effect immediately prior to the merger.
- [F2]Represents restricted stock units previously granted to the reporting person pursuant to the registrant's performance-based restricted stock unit award program on March 15, 2019, March 15, 2018 and March 15, 2017 (and not previously reported). Pursuant to the Merger Agreement, these restricted stock unit awards were converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of restricted stock units subject to the award assuming performance at 100% of target levels, in each case subject generally to the same time-based vesting conditions and settlement dates as in effect as of immediately prior to the Merger.
- [F3]The stock option vested in one-third increments on each of the first three anniversaries of the grant date.
- [F4]Pursuant to the Merger Agreement, each outstanding vested stock option was cancelled and the holder is entitled to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the cancelled stock option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share subject to the cancelled company stock option.
Documents
Issuer
NAVIGANT CONSULTING INC
CIK 0001019737
Entity typeother
Related Parties
1- filerCIK 0001254500
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 3:36 PM ET
- Size
- 15.5 KB