4//SEC Filing
Sebring Jason 4
Accession 0001213900-19-019059
CIK 0001125920other
Filed
Sep 25, 8:00 PM ET
Accepted
Sep 26, 8:47 PM ET
Size
7.1 KB
Accession
0001213900-19-019059
Insider Transaction Report
Form 4
SHUTTERFLY INCSFLY
Sebring Jason
VP, General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-09-25−21,227→ 0 total→ Common Stock (21,227 underlying)
Footnotes (4)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.
- [F2]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"), 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.
- [F3]Of these RSUs, (a) 3,125 were originally scheduled to vest on June 15, 2020, (b) 1,625 were originally scheduled to vest on each of February 21, 2020 and February 21, 2021, (c) 2,395 were originally scheduled to vest on each of February 15, 2020, February 15, 2021 and February 15, 2022, and (d) 7,667 were originally scheduled to vest in four substantially equal annual installments with the first installment vesting on February 15, 2020, in each case, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. (continued to 4)
- [F4](Beginning from 3) 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.
Documents
Issuer
SHUTTERFLY INC
CIK 0001125920
Entity typeother
Related Parties
1- filerCIK 0001703928
Filing Metadata
- Form type
- 4
- Filed
- Sep 25, 8:00 PM ET
- Accepted
- Sep 26, 8:47 PM ET
- Size
- 7.1 KB