4//SEC Filing
LEAP WIRELESS INTERNATIONAL INC 4
Accession 0001247741-14-000034
CIK 0001065049operating
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 6:48 PM ET
Size
11.6 KB
Accession
0001247741-14-000034
Insider Transaction Report
Form 4
McBride R. Perley
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2014-03-13$15.00/sh−16,607$249,105→ 0 total - Disposition to Issuer
Deferred Stock Unit
2014-03-13$15.00/sh−100,000$1,500,000→ 0 totalExp: 2017-12-10→ Common Stock (100,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-03-13$15.00/sh−146,250$2,193,750→ 0 totalExercise: $6.76Exp: 2022-12-10→ Common Stock (146,250 underlying)
Footnotes (6)
- [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, 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 units were orignally 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 2004 Plan) of LEAP on the grant date.
- [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 option originally vested in four equal installments on December 10, 2013, December 10, 2014, December 10, 2015 and December 10, 2016, respectively.
- [F6]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, 6:48 PM ET
- Size
- 11.6 KB