4//SEC Filing
KENNY DAVID W 4
Accession 0001209191-22-053616
CIK 0001492633other
Filed
Oct 12, 8:00 PM ET
Accepted
Oct 13, 7:10 PM ET
Size
13.3 KB
Accession
0001209191-22-053616
Insider Transaction Report
Form 4
KENNY DAVID W
DirectorChief Executive Officer
Transactions
- Award
Common Stock
2022-10-11+552,545→ 1,439,435.42 total - Disposition to Issuer
Common Stock
2022-10-11$28.00/sh−1,439,435.42$40,304,192→ 0 total - Disposition to Issuer
Options to Purchase Common Stock (right to buy)
2022-10-11−750,000→ 0 totalExercise: $40.00Exp: 2025-12-03→ Common Stock (750,000 underlying) - Disposition to Issuer
Options to Purchase Common Stock
2022-10-11−195,059→ 0 totalExercise: $26.06Exp: 2025-03-11→ Common Stock (195,059 underlying)
Footnotes (6)
- [F1]Represents performance-based restricted stock unit awards ("PRSU Awards") of Nielsen Holdings plc (the "Issuer") that vested immediately prior to the Effective Time (as defined below) based on target (100%) performance.
- [F2]Reflects disposition in connection with the completion of the transactions contemplated by the Transaction Agreement, dated as of March 28, 2022, as amended on August 19, 2022 (the "Transaction Agreement"), by and among the Issuer, Neptune Intermediate Jersey Limited and Neptune Bidco US Inc. ("Purchaser"). On October 11, 2022, at the Effective Time (as defined in the Transaction Agreement), each share of common stock of the Issuer was acquired by the Purchaser in consideration of a payment of $28.00 in cash per share (the "Offer Consideration"), subject to required withholding taxes.
- [F3]Pursuant to the Transaction Agreement, at the Effective Time, each time-based restricted stock unit award ("RSU Award") and PRSU Award was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock subject to such RSU Award or PRSU Award as of immediately prior to the Effective Time and (ii) the Offer Consideration.
- [F4]Pursuant to the Transaction Agreement, at the Effective Time, each outstanding option to purchase common stock of the Issuer, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock subject to such option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Offer Consideration over the exercise price per share subject to such option as of the Effective Time.
- [F5]These options were fully vested.
- [F6]These options to purchase shares of common stock were subject to both performance and time vesting requirements. The performance vesting requirement would have been satisfied upon the Issuer's common stock achieving a closing market price per share of at least $35.18 for a period of at least 21 consecutive trading days before March 11, 2025. The time vesting requirement would have been satisfied on March 11, 2025.
Documents
Issuer
Nielsen Holdings plc
CIK 0001492633
Entity typeother
Related Parties
1- filerCIK 0001182913
Filing Metadata
- Form type
- 4
- Filed
- Oct 12, 8:00 PM ET
- Accepted
- Oct 13, 7:10 PM ET
- Size
- 13.3 KB