4//SEC Filing
Black Dwayne A 4
Accession 0001213900-19-019057
CIK 0001125920other
Filed
Sep 25, 8:00 PM ET
Accepted
Sep 26, 8:47 PM ET
Size
24.6 KB
Accession
0001213900-19-019057
Insider Transaction Report
Form 4
SHUTTERFLY INCSFLY
Black Dwayne A
SVP, Operations
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-09-25−33,520→ 0 totalExercise: $44.75Exp: 2024-02-13→ Common Stock (33,520 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-25−8,275→ 0 total→ Common Stock (8,275 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-25−43,020→ 0 total→ Common Stock (43,020 underlying) - Award
Restricted Stock Units
2019-09-25+17,998→ 17,998 total→ Common Stock (17,998 underlying) - Disposition to Issuer
Common Stock
2019-09-25−33,749→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-09-25−36,062→ 0 totalExercise: $76.73Exp: 2025-02-27→ Common Stock (36,062 underlying) - Award
Restricted Stock Units
2019-09-25+8,275→ 8,275 total→ Common Stock (8,275 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-25−17,998→ 0 total→ Common Stock (17,998 underlying)
Footnotes (10)
- [F1]Pursuant to the Agreement and Plan of Merger among the Issuer, Photo Holdings, LLC and Photo Holdings Merger Sub, Inc. dated as of June 10, 2019 (the "Merger Agreement"), the shares of common stock were cancelled and converted into the right to receive $51.00 in cash per share.
- [F10]The RSUs are scheduled to vest on July 1, 2021, subject to the reporting Person's continuous service to the Issuer through such vesting date and subject to acceleration upon an earlier qualifying termination of employment. Upon the closing of the merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement and subject to the same vesting schedule as applied to the RSUs.
- [F2]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.
- [F3]Pursuant to the Merger Agreement, each unexpired, unsettled and outstanding RSU was cancelled at the effective time of the merger and automatically converted into the right to receive $51.00 in cash per outstanding RSU, payable in accordance with and subject to the terms of the Merger Agreement.
- [F4]Of these RSUs, (a) 12,428 were originally scheduled to vest on February 15, 2020, (b) 4,000 were originally scheduled to vest on each of February 14, 2020 and February 14, 2021, (c) 10,179 were originally scheduled to vest in three substantially equal installments on each of February 15, 2020, February 15, 2021 and February 15, 2022, and (d) 12,413 are scheduled to vest in four equal annual installments, with the first installment to vest on February 15, 2020, in each case subject to the Reporting Person's continuous service to the Issuer through such vesting date. (continued to 5)
- [F5](Beginning from 4) Upon the closing of the Merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement, with the cash consideration to vest as follows: on the original vesting date for cash consideration payable in respect of RSUs that would have vested during 2019; on January 1, 2020 for cash consideration payable in respect of RSUs that would have vested during 2020; on January 1, 2021 for cash consideration payable in respect of RSUs that would have vested during 2021; and on July 1, 2021 for cash consideration payable in respect of RSUs that would have vested after December 31, 2021, subject, in each case, to acceleration upon an earlier qualifying termination of employment.
- [F6]The stock option vested and became exercisable as to 1/4th of the shares subject to the option on February 14, 2018, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment equal to the difference between $51.00 and the per share exercise price of the option, multiplied by the number of shares subject to the option, payable in accordance with and subject to the terms of the Merger Agreement, (continued to 7)
- [F7](Beginning from 6) with the cash consideration to vest as follows: on the original vesting date for cash consideration payable in respect of options that would have vested during 2019; on January 1, 2020 for cash consideration payable in respect of options that would have vested during 2020; on January 1, 2021 for cash consideration payable in respect of options that would have vested during 2021; and on July 1, 2021 for cash consideration payable in respect of options that would have vested after December 31, 2021, subject, in each case, to acceleration upon an earlier qualifying termination of employment.
- [F8]The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on February 15, 2019, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Pursuant to the Merger Agreement, the option was cancelled without payment of any consideration because the exercise price was greater than $51.00.
- [F9]The RSUs are scheduled to vest in three substantially equal installments on each of September 25, 2019, January 1, 2021 and July 1, 2021, subject to the Reporting Person's continuous service to the Issuer through each such vesting date and subject to acceleration upon an earlier qualifying termination of employment. Upon the closing of the merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement and subject to the same vesting schedule as applied to the RSUs.
Documents
Issuer
SHUTTERFLY INC
CIK 0001125920
Entity typeother
Related Parties
1- filerCIK 0001390791
Filing Metadata
- Form type
- 4
- Filed
- Sep 25, 8:00 PM ET
- Accepted
- Sep 26, 8:47 PM ET
- Size
- 24.6 KB