Lockwood David James 4
4 · BigBand Networks, Inc. · Filed Nov 23, 2011
Insider Transaction Report
Form 4
Lockwood David James
10% OwnerOther
Transactions
- Disposition to Issuer
Restricted Stock Units
2011-11-21−9,600→ 0 total→ Common Stock (9,600 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-11-21−69,300→ 0 totalExercise: $2.20→ Common Stock (69,300 underlying)
Footnotes (8)
- [F1]Each restricted stock unit represents a contingent right to receive one share of BBND common stock.
- [F2]Represents Restricted Stock Units that were awarded to David Lockwood as an outside director of the Issuer.
- [F3]Pursuant to the provisions of the Issuer's Director Compensation Policy and the Merger Agreement between the Issuer and ARRIS Group, Inc. dated October 10, 2011 (the "Merger Agreement"), the restricted stock units vested in full upon the effectiveness of the merger.
- [F4]Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $21,504.00, which represents $2.24 for each outstanding unit.
- [F5]Under an agreement with ValueAct SmallCap, David Lockwood is deemed to hold the stock for the benefit of ValueAct SmallCap Master Fund, L.P. and indirectly for (i) VA SmallCap Partners, LLC as the General Partner of ValueAct SmallCap Master Fund, L.P., (ii) ValueAct SmallCap Management, L.P. as the manager of ValueAct SmallCap Master Fund, L.P. and (iii) ValueAct SmallCap Management, LLC as the General Partner of ValueAct SmallCap Management, L.P.
- [F6]Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F7]The stock options vest according to the terms and conditions of the Issuer's 2007 Equity Incentive Plan.
- [F8]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $2,772.00, which represents the difference between $2.24 and the exercise price of the option per share.