DIRECTV GROUP INC·4

Nov 23, 7:12 PM ET

Saban Haim 4

4 · DIRECTV GROUP INC · Filed Nov 23, 2009

Insider Transaction Report

Form 4
Period: 2009-11-19
Saban Haim
Director
Transactions
  • Disposition to Issuer

    Deferred Stock Unit

    2009-11-1911,9600 total
    Common Stock (11,960 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2009-11-1911,2820 total
    Common Stock (11,282 underlying)
  • Disposition to Issuer

    Common Stock

    2009-11-199,6600 total
Footnotes (5)
  • [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 common stock of the Issuer to be distributed to the Reporting Person as follows: 3,930 shares payable in five equal annual installments and 8,030 shares payable in one lump sum 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.
  • [F4]Restricted stock units issued under The DIRECTV Group, Inc. Plan for Non-Employee Directors. These restricted stock units are payable in cash at the time the Reporting Person ceases to be a member of the Board of Directors.
  • [F5]Pursuant to the Merger Agreement, each outstanding restricted stock unit with respect to shares of DIRECTV Group common stock was converted into a restricted 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.

Documents

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