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4//SEC Filing

CALLAN MARGARET M 4

Accession 0001236299-09-000001

CIK 0000069680other

Filed

Sep 16, 8:00 PM ET

Accepted

Sep 17, 4:25 PM ET

Size

13.1 KB

Accession

0001236299-09-000001

Insider Transaction Report

Form 4
Period: 2009-09-15
CALLAN MARGARET M
Corporate Controller
Transactions
  • Disposition to Issuer

    Common Stock

    2009-09-15$18556.13/sh2,059.435$38,215,1440 total(indirect: By 401(k))
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-09-155000 total
    Exercise: $8.06Exp: 2010-05-21Common Stock (500 underlying)
  • Disposition to Issuer

    Common Stock

    2009-09-1515,0000 total
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-09-152,0000 total
    Exercise: $6.04Exp: 2011-09-16Common Stock (2,000 underlying)
Footnotes (4)
  • [F1]Disposed of pursuant to an Agreement and Plan of Merger between issuer, NM Acquisition Corp. and Cenveo, Inc. ("Cenveo") dated as of May 6, 2009 (the "Merger Agreement") in exchange for $1,545.48 in cash and 2,605 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger (as such term is defined in the Merger Agreement). Price shown in column 4 is the aggregate value of cash and stock received.
  • [F2]Represents restricted shares granted pursuant to issuer's 2007 Value Creation Incentive Plan and 2008 Value Creation Incentive Plan. These restricted shares have been converted into the right to receive $0.75 per share in cash and a total of 18,975 shares of Cenveo common stock (representing 1.265 shares of Cenveo common stock for each share of Nashua common stock) but remain subject to the same terms and conditions of the restricted share award agreement governing such shares in effect immediately prior to the Effective Time, except that the performance targets set forth in the restricted share award agreement will be adjusted in the manner set forth in the Merger Agreement. Such cash and shares of Cenveo common stock will be delivered in exchange for each restricted share upon the satisfaction or lapsing of the conditions set forth in the restricted share award agreement governing such share. Price shown in column 4 is the aggregate value of cash and stock received.
  • [F3]Pursuant to the Merger Agreement, this option, which is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 632 shares of Cenveo common stock for $5.79 per share.
  • [F4]Pursuant to the Merger Agreement, this option, which is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 2,530 shares of Cenveo common stock for $4.19 per share.

Issuer

NASHUA CORP

CIK 0000069680

Entity typeother

Related Parties

1
  • filerCIK 0001236299

Filing Metadata

Form type
4
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 4:25 PM ET
Size
13.1 KB