4//SEC Filing
Minichiello Thomas P. 4
Accession 0001214659-25-003649
CIK 0000808326other
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 4:03 PM ET
Size
9.0 KB
Accession
0001214659-25-003649
Insider Transaction Report
Form 4
EMCORE CORPEMKR
Minichiello Thomas P.
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2025-02-28$3.10/sh−104,587$324,220→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Units (PSUs)
2025-02-28−24,296→ 0 totalExercise: $0.00→ Common Stock (0 underlying)
Footnotes (3)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 7, 2024, by and among EMCORE Corporation (the "Company"), Velocity One Holdings, LP ("Parent"), Aerosphere Power Inc., and Velocity Merger Sub, Inc., a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2024, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on February 28, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was converted into the right to receive $3.10 in cash (the "Merger Consideration"), without interest, subject to any withholding taxes.
- [F2]Includes 92,227 shares of common stock underlying restricted stock units subject to time-based vesting restrictions ("RSUs"). Pursuant to the Merger Agreement, at the Effective Time, the RSUs were canceled in consideration for the right to receive a lump sum cash payment (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the amount of the Merger Consideration by (2) the total number of shares of common stock represented by such RSUs.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, the performance-based restricted stock units ("PSUs") were deemed to have satisfied certain specified performance vesting conditions at 100% of target, with any time-based vesting conditions waived, and were canceled in consideration for the right to receive a lump sum cash payment (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the amount of the Merger Consideration by (2) the total number of shares of common stock represented by such PSUs.
Documents
Issuer
EMCORE CORP
CIK 0000808326
Entity typeother
Related Parties
1- filerCIK 0001411719
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 4:03 PM ET
- Size
- 9.0 KB