4//SEC Filing
Millennial Media Inc. 4
Accession 0001372375-15-000085
CIK 0001372375operating
Filed
Oct 22, 8:00 PM ET
Accepted
Oct 23, 3:19 PM ET
Size
10.0 KB
Accession
0001372375-15-000085
Insider Transaction Report
Form 4
Kocorowski Michael
SVP & Chief Accting Officer
Transactions
- Disposition to Issuer
Common Stock
2015-10-23$1.75/sh−42,500$74,375→ 0 total - Disposition from Tender
Common Stock
2015-10-22$1.75/sh−22,629$39,601→ 42,500 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-10-23$0.96/sh−6,584$6,321→ 0 totalExercise: $0.79Exp: 2020-08-30→ Common Stock (6,584 underlying)
Footnotes (3)
- [F1]On September 3, 2015, Millennial Media, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with AOL Inc. ("AOL") and Mars Acquisition Sub, Inc., a wholly owned subsidiary of AOL, pursuant to which AOL acquired the Company in a merger (the "Merger") that became effective on October 23, 2015.
- [F2]Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive a cash payment equal to $1.75 per share (the "Offer Price"). All shares of Company restricted stock units outstanding immediately prior to the Effective Time, whether vested or unvested, were canceled and converted automatically into the right to receive a cash payment equal to the Offer Price; provided, that the cash payment for shares underlying any restricted stock unit award shall be earned subject to the same vesting schedule and other vesting terms and conditions applicable to such restricted stock unit award.
- [F3]Pursuant to the Merger Agreement, each Company stock option outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment with respect thereto equal to the product of (i) the number of shares of Company common stock subject to such Company stock option immediately prior to the Effective Time and (ii) the excess, if any, of $1.75 over the exercise price per share subject to such Company stock option immediately prior to the Effective Time.
Documents
Issuer
Millennial Media Inc.
CIK 0001372375
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001372375
Filing Metadata
- Form type
- 4
- Filed
- Oct 22, 8:00 PM ET
- Accepted
- Oct 23, 3:19 PM ET
- Size
- 10.0 KB