4//SEC Filing
Jiangping Jiang 4
Accession 0001369459-10-000002
CIK 0001336644other
Filed
Dec 2, 7:00 PM ET
Accepted
Dec 3, 12:28 PM ET
Size
17.6 KB
Accession
0001369459-10-000002
Insider Transaction Report
Form 4
Jiangping Jiang
DirectorChief Executive Officer10% Owner
Transactions
- Award
Options
2009-01-20+2,000,000→ 2,000,000 totalExercise: $3.84From: 2010-01-20Exp: 2019-01-19→ Common stock (2,000,000 underlying) - Purchase
Common stock
2009-02-13$3.84/sh+66,667$256,001→ 4,000,000 total - Other
Common stock
2009-10-15$3.84/sh+498,246$1,913,265→ 4,498,246 total - Disposition to Issuer
Options
2009-10-15−666,666→ 1,333,334 totalExercise: $3.84From: 2009-03-12Exp: 2019-01-19→ Common stock (666,666 underlying) - Award
Options
2010-12-02+50,000→ 1,383,334 totalExercise: $6.67From: 2010-12-02Exp: 2020-12-01→ Common stock (50,000 underlying)
Footnotes (6)
- [F1]Number reflects a three-for-one reverse split of the Company's common stock. On February 13, 2009, Jiangping Jiang (the "Reporting Person") purchased 200,000 (66,667 post reverse split) shares of common stock of the Company at the price of $1.28 ($3.84 post reverse split) per share.
- [F2]On October 15, 2009, the Reporting Person cashlessly exercised options to purchase 666,666 shares of common stock. The number of shares issued pursuant to the cashless exercise of the aforementioned 666,666 options is based on the following formula: X = Y [(A-B)/A] where X = the number of shares the Optionee is to receive as the result of cashless option exercise. Y = the number of optioned shares. A = the arithmetic average of the closing prices for the five trading days immediately prior to (but not including) the exercise date. B = the exercise price.
- [F3]This option ("the 2009 Option") was issued pursuant to the Company's 2009 Incentive Stock Plan and two Incentive Stock Option Agreements dated as of January 20, 2009. On a post reverse split basis, the number of shares purchasable under this option is adjusted to 2,000,000 shares and its exercise price is adjusted to $3.84. The Option shall become exercisable during the term of the Reporting Person's employment in six (6) equal annual installments of 999,999 (333,333 post reverse split) shares each (save for the last installment of 1,000,005 (333,335 post reverse split) shares), the first installment to be exercisable on the first anniversary of the date of the 2009 Option (the "Initial Vesting Date"), with additional installments becoming exercisable on each of the successive periods following the Initial Vesting Date.
- [F4]The terms of exercise of the 2009 Option are subject to the following acceleration provisions: in the event (i) the Company reports an after tax Net Income (as that term is defined in Securities Purchase Agreement dated August 29, 2008, entered into by and among the Company and certain investors) of $14,000,000 in its Annual Report on Form 10-K for its fiscal year 2008, then options to purchase an aggregate of 1,999,998 shares of common stock under the Plan shall vest and become immediately exercisable, (ii) the Company reports an after tax Net Income of $18,000,000 for its fiscal year 2009, then options to purchase another 1,999,998 shares of common stock shall vest and become immediately exercisable and (iii) the Company reports an after tax Net Income of $22,000,000 for its fiscal year 2010, then options to purchase another 2,000,004 shares of common stock shall vest and become immediately exercisable.
- [F5]On March 12, 2009, the Company achieved the target set forth in the acceleration provision (i) of the 2009 Option and thus the options to purchase 666,666 shares of common stock under the 2009 Option vested. On October 15, 2009, the Reporting Person cashlessly exercised the options to purchase 666,666 shares of common stock. (The number of shares of common stock underlying the 2009 Stock Option and the exercise price changed because the Company effected a three-for-one reverse split of its common stock.)
- [F6]This option ("the 2010 Option") was issued pursuant to the Company's 2010 Incentive Stock Plan and the Incentive Stock Option Agreement dated as of December 2, 2010. The Option shall become exercisable at the price of $6.67 per share during the term of the Reporting Person's employment in two (2) equal annual installments of 25,000 shares each, the first installment to be exercisable on the date of the 2010 Option, with the remaining installment becoming exercisable on the first anniversary following the date of the 2010 Option. The Option may be exercised on a cashless basis.
Documents
Issuer
UNIVERSAL TRAVEL GROUP
CIK 0001336644
Entity typeother
Related Parties
1- filerCIK 0001369459
Filing Metadata
- Form type
- 4
- Filed
- Dec 2, 7:00 PM ET
- Accepted
- Dec 3, 12:28 PM ET
- Size
- 17.6 KB