LEAP WIRELESS INTERNATIONAL INC 4
4 · LEAP WIRELESS INTERNATIONAL INC · Filed Mar 17, 2014
Insider Transaction Report
Form 4
SWITZ ROBERT E
Director
Transactions
- Disposition to Issuer
Deferred Stock Unit
2014-03-13$15.00/sh−18,885$283,275→ 0 totalFrom: 2014-06-06→ Common Stock (18,885 underlying) - Disposition to Issuer
Common Stock
2014-03-13$15.00/sh−3,880$58,200→ 0 total - Disposition to Issuer
Deferred Stock Unit
2014-03-13$15.00/sh−12,987$194,805→ 18,885 totalFrom: 2013-05-17→ Common Stock (12,987 underlying)
Footnotes (5)
- [F1]Leap Wireless International, Inc. (the "Issuer") was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, AT&T Inc. ("AT&T"), Laser, Inc. and Mariner Acquisition Sub Inc., a wholly owned subsidiary of AT&T ("Merger Sub"). All shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), held by the Reporting Person were exchanged for merger consideration consisting of (i) $15.00 in cash per share of Common Stock (the "Per Share Cash Merger Consideration"), and (ii) one non-transferable contingent value right (a "CVR"), without interest. Each CVR represents the right to a pro rata share of the proceeds, if any, resulting from the sale of the license granted to the Issuer by the Federal Communications Commission having the call sign WQJQ707.
- [F2]Each deferred stock unit represents the right to receive one share of Issuer Common Stock or cash equal to the market value of a share of Issuer Common Stock, at the Issuer's option, upon vesting.
- [F3]The deferred stock units originally vested in three equal annual installments beginning May 17, 2013.
- [F4]Pursuant to the Merger Agreement each stock unit, including all Issuer performance share units and deferred stock units (each such unit, a "Stock Unit"), whether vested or unvested, was cancelled in the Merger and converted into the right to receive, for each share covered by the Stock Unit (assuming target level of performance for any incomplete performance periods), (i) the Per Share Cash Merger Consideration, less any applicable withholding taxes, and (ii) one CVR.
- [F5]The deferred stock units originally vested in three equal annual installments beginning June 6, 2014.