4//SEC Filing
Hintz Dennis Gregory 4
Accession 0001213900-19-019062
CIK 0001125920other
Filed
Sep 25, 8:00 PM ET
Accepted
Sep 26, 8:48 PM ET
Size
18.4 KB
Accession
0001213900-19-019062
Insider Transaction Report
Form 4
SHUTTERFLY INCSFLY
Hintz Dennis Gregory
SVP, Corporate Development
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-09-25−19,777→ 0 total→ Common Stock (19,777 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-25−4,381→ 0 total→ Common Stock (4,381 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-25−9,527→ 0 total→ Common Stock (9,527 underlying) - Disposition to Issuer
Common Stock
2019-09-25−3,404→ 0 total - Award
Restricted Stock Units
2019-09-25+4,381→ 4,381 total→ Common Stock (4,381 underlying) - Award
Restricted Stock Units
2019-09-25+9,527→ 9,527 total→ Common Stock (9,527 underlying)
Footnotes (7)
- [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.
- [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) 3,010 were originally scheduled to vest on each of July 15, 2020 and July 15, 2021, (b) 2,395 were originally scheduled to vest on each of February 15, 2020, February 15, 2021 and February 15, 2022, and (c) 6,572 were originally scheduled to vest in four equal annual installments, with the first installment scheduled to vest 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 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 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.
- [F7]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.
Documents
Issuer
SHUTTERFLY INC
CIK 0001125920
Entity typeother
Related Parties
1- filerCIK 0001772098
Filing Metadata
- Form type
- 4
- Filed
- Sep 25, 8:00 PM ET
- Accepted
- Sep 26, 8:48 PM ET
- Size
- 18.4 KB