4//SEC Filing
BARBA LEE K 4
Accession 0001247158-13-000003
CIK 0000772572other
Filed
May 8, 8:00 PM ET
Accepted
May 9, 5:12 PM ET
Size
14.6 KB
Accession
0001247158-13-000003
Insider Transaction Report
Form 4
BARBA LEE K
Director
Transactions
- Disposition from Tender
Common Stock
2013-05-07$17.75/sh−25,500$452,625→ 0 total - Disposition to Issuer
Stock option
2013-05-07$5.54/sh−5,000$27,700→ 0 totalExercise: $12.21Exp: 2017-12-16→ Common Stock (5,000 underlying) - Disposition to Issuer
Stock option
2013-05-07$12.49/sh−2,500$31,225→ 0 totalExercise: $5.26Exp: 2016-08-08→ Common Stock (2,500 underlying) - Disposition to Issuer
Common Stock
2013-05-07$17.75/sh−833$14,786→ 0 total - Disposition to Issuer
Stock option
2013-05-07$14.62/sh−10,000$146,200→ 0 totalExercise: $3.13From: 2010-03-09Exp: 2015-01-06→ Common Stock (10,000 underlying)
Footnotes (4)
- [F1]These shares were tendered to GB Aero Engine Merger Sub Inc. (the "Purchaser"), a wholly-owned subsidiary of GB Aero Engine LLC ("Parent"), pursuant to Purchaser's offer to purchase all of the outstanding shares of the Issuer at a price of $17.75 per share (the "Per Share Merger Consideration"), without interest, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on March 26, 2013 and in the related Letter of Transmittal, together with any amendments or supplements thereto, and the Agreement and Plan of Merger, dated as of March 17, 2013 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on May 7, 2013, the Issuer completed its merger (the "Merger") with Purchaser, whereby the Issuer became a wholly owned subsidiary of Parent.
- [F2]Represents shares of shares of restricted stock granted pursuant to the Issuer's 2011 Equity Incentive Plan, which cumulatively vests 33 1/3% of the shares ratably over 3 years beginning one year from the grant date. In accordance with the terms of the Merger Agreement, each share of restricted stock that was issued and outstanding immediately prior to the effective time of the Merger, whether or not then vested (except for vested shares of restricted stock that were tendered to Purchaser), was canceled in exchange for the right to receive the Per Share Merger Consideration.
- [F3]Cumulatively vests 33 1/3% of the shares ratably over 3 years beginning one year from the grant date.
- [F4]In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes.
Documents
Issuer
EDAC TECHNOLOGIES CORP
CIK 0000772572
Entity typeother
Related Parties
1- filerCIK 0001253795
Filing Metadata
- Form type
- 4
- Filed
- May 8, 8:00 PM ET
- Accepted
- May 9, 5:12 PM ET
- Size
- 14.6 KB