PIERNO THOMAS M 4
4 · ROSETTA STONE INC · Filed Oct 16, 2020
Insider Transaction Report
Form 4
PIERNO THOMAS M
Chief Financial Officer
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2020-10-15−70,401→ 0 totalExercise: $9.78Exp: 2025-02-12→ Common Stock (70,401 underlying) - Disposition to Issuer
Common Stock
2020-10-15$30.00/sh−23,096$692,880→ 0 total - Disposition to Issuer
Common Stock
2020-10-15$30.00/sh−144,479$4,334,370→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2020-10-15−72,705→ 0 totalExercise: $7.47Exp: 2026-02-19→ Common Stock (72,705 underlying)
Footnotes (3)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger, dated August 29, 2020, by and among the Issuer, Cambium Holding Corp., a Delaware corporation ("Parent"), and Empower Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Merger Agreement"), immediately prior to the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of common stock, $0.00005 par value per share, of the Company ("Common Stock"), including any outstanding Company restricted shares, was cancelled and the Reporting Person was entitled to receive, in respect of each share of Common Stock, an amount (subject to any applicable withholding tax) in cash equal to $30.00. Includes 42,576 Company restricted shares outstanding immediately prior to the Effective Time.
- [F2]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each performance share unit ("PSU") that was outstanding and has not been settled was cancelled, and the Reporting Person was entitled to receive an amount in cash equal to $30.00 times the number of shares of common stock underlying such PSU deemed earned based on projected performance against relevant performance goals based on July 2020 forecasts.
- [F3]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each stock option that was outstanding and unexercised vested in full and was cancelled, and the Reporting Person was entitled to receive, in respect of each share of Common Stock subject to such stock option, an amount (subject to any applicable withholding tax) in cash equal to $30.00 minus the exercise price per share subject to such stock option.