AUSTRIAN NEIL R 4
4 · DIRECTV GROUP INC · Filed Nov 23, 2009
Insider Transaction Report
Form 4
AUSTRIAN NEIL R
Director
Transactions
- Disposition to Issuer
Common Stock
2009-11-19−10,000→ 0 total - Disposition to Issuer
Deferred Stock Unit
2009-11-19−13,620→ 0 total→ Common Stock (13,620 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of May 3, 2009 as amended, by and among The DIRECTV Group, Inc. ("DIRECTV Group"), Liberty Media Corporation, Liberty Entertainment, Inc. ("LEI"), DIRECTV, DTVG One, Inc. and DTVG Two, Inc., the holders of outstanding shares of DIRECTV Group common stock (other than direct or indirect subsidiaries of LEI) received one share of DIRECTV Class A common stock for each share of DIRECTV Group common stock held.
- [F2]The deferred stock units confer no voting rights and may not be sold, but automatically settle for an equivalent number of shares of DIRECTV Group common stock of the Issuer to be distributed to the Reporting Person in two equal annual installments beginning in January of the calendar year after the Reporting Person ceases to be a member of the Board of Directors.
- [F3]Pursuant to the Merger Agreement, each outstanding deferred stock unit with respect to shares of DIRECTV Group common stock was converted into a deferred stock unit with respect to the number of shares of DIRECTV Class A common stock on the same terms and conditions (including applicable vesting requirements, any accelerated vesting thereof and deferral provisions) as applied to each such DIRECTV Group restricted stock unit immediately prior to the effective time of the mergers.