4//SEC Filing
Fuel Systems Solutions, Inc. 4
Accession 0001214659-16-011988
CIK 0001340786operating
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 8:24 PM ET
Size
14.3 KB
Accession
0001214659-16-011988
Insider Transaction Report
Form 4
HELFAND MICHAEL
Sr VP Finance/CAO
Transactions
- Disposition to Issuer
Employee Stock Options
2016-06-01−3,590→ 0 totalExercise: $15.06Exp: 2023-05-01→ Common Stock (3,590 underlying) - Disposition to Issuer
Restricted Stock Units
2016-06-01−12,000→ 0 total→ Common Stock (12,000 underlying) - Disposition to Issuer
Employee Stock Options
2016-06-01−3,590→ 0 totalExercise: $10.37Exp: 2024-05-01→ Common Stock (3,590 underlying) - Disposition to Issuer
Employee Stock Options
2016-06-01−5,000→ 0 totalExercise: $15.97Exp: 2021-12-15→ Common Stock (5,000 underlying)
Footnotes (8)
- [F1]On June 1, 2016, Westport Innovations Inc. ("Westport") acquired Fuel Systems Solutions, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Westport, Whitehorse Merger Sub Inc. ("Merger Sub") and the Company, dated as of September 1, 2015, as amended by Amendment No. 1 thereto, dated as of March 6, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Westport.
- [F2]At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive 2.4755 common shares of Westport based on the exchange ratio provided for in the Merger Agreement.
- [F3]Restricted Stock Units ("RSUs") granted under the Company's 2009 Restricted Stock Plan. Each RSU represented the right to receive one share of the Company's common stock, par value $0.001 per share, or cash equal to the fair market value of a share of common stock subject to vesting conditions.
- [F4]At the effective time of the Merger, unvested RSUs were converted based on an exchange ratio provided for in the Merger Agreement of 2.4755 into an RSU with respect to Westport common shares subject to the same terms and conditions, including time-based vesting conditions, in effect immediately prior to the effective time of the Merger.
- [F5]This option, granted under the 2011 Stock Option Plan, provided for vesting in five equal annual installments beginning December 15, 2012.
- [F6]At the effective time of the Merger, outstanding Employee Stock Options that had an exercise price per share of Company common stock that was greater than or equal to the per share dollar value of the Merger consideration immediately prior to the effective time were automatically cancelled and forfeited for no consideration. Accordingly, these Employee Stock Options were forfeited upon the effective time of the Merger.
- [F7]This option, granted under the 2011 Stock Option Plan, provided for vesting in five equal annual installments beginning May 1, 2014.
- [F8]This option, granted under the 2011 Stock Option Plan, provided for vesting in five equal annual installments beginning May 15, 2015.
Documents
Issuer
Fuel Systems Solutions, Inc.
CIK 0001340786
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001340786
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 8:24 PM ET
- Size
- 14.3 KB