4//SEC Filing
LEAP WIRELESS INTERNATIONAL INC 4
Accession 0001247741-14-000037
CIK 0001065049operating
Filed
Mar 17, 8:00 PM ET
Accepted
Mar 18, 6:49 PM ET
Size
23.1 KB
Accession
0001247741-14-000037
Insider Transaction Report
Form 4
IRVING ROBERT J JR
Sr. VP and General Counsel
Transactions
- Disposition to Issuer
Common Stock
2014-03-13$15.00/sh−43,120$646,800→ 0 total - Disposition to Issuer
Common Stock
2014-03-13$15.00/sh−11,219$168,285→ 0 total(indirect: By Trust) - Disposition to Issuer
Performance-Based Share Units
2014-03-13$15.00/sh−8,500$127,500→ 15,000 totalExercise: $0.00From: 2014-03-13Exp: 2015-12-31→ Common Stock (8,500 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-03-13$15.00/sh−24,375$365,625→ 0 totalExercise: $5.91Exp: 2022-11-14→ Common Stock (24,375 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-03-13$15.00/sh−12,500$187,500→ 0 totalExercise: $8.09Exp: 2021-11-02→ Common Stock (12,500 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2014-03-13$15.00/sh−19,000$285,000→ 0 totalExercise: $10.10Exp: 2022-03-16→ Common Stock (19,000 underlying) - Disposition to Issuer
Performance-Based Share Units
2014-03-13$15.00/sh−15,000$225,000→ 0 totalExercise: $0.00From: 2014-03-13Exp: 2015-12-31→ Common Stock (15,000 underlying) - Disposition to Issuer
Performance-Based Share Units
2014-03-13$15.00/sh−85,000$1,275,000→ 0 totalExercise: $0.00From: 2014-03-13Exp: 2016-12-31→ Common Stock (85,000 underlying)
Footnotes (7)
- [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]The option originally vested in four equal annual installments on November 2, 2012, November 2, 2013, November 2, 2014 and November 2, 2015, respectively.
- [F3]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.
- [F4]The option originally vested in four equal installments on March 16, 2013, March 16, 2014, March 16, 2015 and March 16, 2016, respectively.
- [F5]On March 16, 2012, the reporting person was granted an option (the "PSU") to purchase 17,000 shares of Common Stock, of which 8,500 were outstanding immediately prior to the Merger. The option originally was to become eligible to vest based on the Issuer's results as measured against performance levels for each of Fiscal Year 2012 and 2013, but pursuant to the Merger Agreement, the performance condition was deemed to have been met, resulting in treating the option as if it had vested with regard to the remaining 8,500 shares of Common Stock. The PSU was cancelled and entitled the reporting person to receive (i) an amount in cash equal to the product of (x) the number of shares covered by the PSU (in this case, the 8,500 shares) multiplied by the (y) Per Share Merger Consideration, less applicable withholding taxes and (ii) one CVR for each share covered by the PSU.
- [F6]On November 14, 2012, the reporting person was granted an option (the "PSU") to purchase 30,000 shares of Common Stock, of which 15,000 were outstanding immediately prior to the Merger. The option originally was to become eligible to vest based on the Issuer's results as measured against performance levels for each of Fiscal Year 2012 and 2013, but pursuant to the Merger Agreement, the performance condition was deemed to have been met, resulting in treating the option as if it had vested with regard to the remaining 15,000 shares of Common Stock. The PSU was cancelled and entitled the reporting person to receive (i) an amount in cash equal to the product of (x) the number of shares covered by the PSU (in this case, the 15,000 shares) multiplied by the (y) Per Share Merger Consideration, less applicable withholding taxes and (ii) one CVR for each share covered by the PSU.
- [F7]On May 14, 2013, the reporting person was granted an option (the "PSU") to purchase 85,000 shares of Common Stock. The option originally was to become eligible to vest based on the Issuer's results as measured against performance levels for each of Fiscal Year 2013 and 2014, but pursuant to the Merger Agreement, the performance condition was deemed to have been met, resulting in treating the option as if it had vested with regard to the 85,000 shares of Common Stock. The PSU was cancelled and entitled the reporting person to receive (i) an amount in cash equal to the product of (x) the number of shares covered by the PSU (in this case, the 85,000 shares) multiplied by the (y) Per Share Merger Consideration, less applicable withholding taxes and (ii) one CVR for each share covered by the PSU.
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, 6:49 PM ET
- Size
- 23.1 KB