4//SEC Filing
LEAP WIRELESS INTERNATIONAL INC 4
Accession 0001247741-14-000030
CIK 0001065049operating
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 6:44 PM ET
Size
9.8 KB
Accession
0001247741-14-000030
Insider Transaction Report
Form 4
Dexter Berg Julie
Chief Marketing Officer
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-03-13$15.00/sh−75,000$1,125,000→ 0 totalExercise: $6.10Exp: 2023-05-16→ Common Stock (75,000 underlying) - Disposition to Issuer
Deferred Stock Unit
2014-03-13$15.00/sh−75,000$1,125,000→ 0 totalExercise: $0.00From: 2015-05-16Exp: 2018-05-16→ Common Stock (75,000 underlying)
Footnotes (4)
- [F1]The units were originally scheduled to vest 25% on the second anniversary of the date of grant, 25% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, provided that the average of the closing prices of LEAP for the 30-calendar day period immediately preceding each vesting date was greater than the Fair Market Value (as defined in the 2009 Plan) of LEAP on the grant date.
- [F2]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"). Pursuant to the Merger Agreement, each 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 merger consideration of $15.00 (the "Per Share Cash Merger Consideration"), less any applicable withholding taxes, 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 havinng the call sign WQJQ707.
- [F3]The option was originally scheduled to vest in four equal installments on May 16, 2014, May 16, 2015, May 16, 2016 and May 16, 2017, respectively.
- [F4]Pursuant to the Merger Agreement, each outstanding option of the Reporting Person, whether vested or unvested, that was granted under one of the Issuer's stock plans and that has an exercise price equal to or below the Per Share Cash Merger Consideration was cancelled and converted into the right to receive (i) cash equal to the product of the total number of shares underlying the option multiplied by the difference, if any, of the Per Share Cash Merger Consideration and the exercise price per share underlying each option, less any applicable withholding taxes and (ii) one CVR for each share underlying the option.
Documents
Issuer
LEAP WIRELESS INTERNATIONAL INC
CIK 0001065049
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001065049
Filing Metadata
- Form type
- 4
- Filed
- Mar 17, 8:00 PM ET
- Accepted
- Mar 18, 6:44 PM ET
- Size
- 9.8 KB