DENDRITE INTERNATIONAL INC 4
4 · DENDRITE INTERNATIONAL INC · Filed May 11, 2007
Insider Transaction Report
Form 4
LIFFLANDER CLAY B
Director
Transactions
- Disposition to Issuer
Common Stock
2007-05-09$16.00/sh−6,000$96,000→ 0 total - Disposition to Issuer
Common Stock
2007-05-09$16.00/sh−5,992,312$95,876,992→ 0 total(indirect: See footnote) - Disposition to Issuer
Options to Purchase Common Stock
2007-05-09$5.24/sh−800$4,192→ 0 totalExercise: $10.76→ Common Stock (800 underlying) - Disposition to Issuer
Options to Purchase Common Stock
2007-05-09$5.35/sh−4,000$21,400→ 0 totalExercise: $10.65→ Common Stock (4,000 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger by and among the Issuer, Cegedim SA and Dogwood Enterprises, Inc., dated as of March 1, 2007, in exchange for a $16.00 cash payment (without interest and less applicable withholding taxes) for (i) each share of Common Stock of the Issuer held by the reporting person and (ii) each share of Common Stock of the Issuer underlying each restricted stock unit held by the reporting person.
- [F2]These securities are owned directly by MMI Investments, L.P., the general partner of which, MCM Capital Management, LLC ("MCM"), owns, indirectly as such general partner, its proportionate interest of these securities. The reporting person is a Voting Member and President of MCM. The reporting person and MCM disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, any such securities for any purpose.
- [F3]Options outstanding under the Company's stock plans, whether or not exercisable or vested, were canceled as of the effective time of the Issuer's merger with Cegedim SA (May 9, 2007), and holders of options are to receive a cash payment (without interest and less applicable withholding taxes) equal to the excess, if any, of $16.00 over the exercise price of such option, multiplied by the number of shares of Common Stock of the Issuer covered by each such option.
- [F4]These options provided for 100% vesting on October 23, 2007 and an expiration date of October 23, 2016.
- [F5]These options provided for 100% vesting on January 25, 2008 and an expiration date of January 25, 2017.