Gottdiener Noah 4
4 · Duff & Phelps Corp · Filed Apr 25, 2013
Insider Transaction Report
Form 4
Gottdiener Noah
DirectorChief Executive Officer
Transactions
- Other
Class A common stock
2013-04-23$15.55/sh−732,425$11,389,209→ 0 total - Other
Class A common stock
2013-04-23$15.55/sh−2,046$31,815→ 0 total(indirect: see footnote) - Other
Class A common stock
2013-04-23$15.55/sh−192,982$3,000,870→ 0 total(indirect: see footnote) - Disposition to Issuer
Class A common stock
2013-04-23−59,725→ 732,425 total
Footnotes (6)
- [F1]Disposition pursuant to the Agreement and Plan of Merger, dated as of December 30, 2012, by and among Duff & Phelps Corporation (the "Company"), Duff & Phelps Acquisitions, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("DPA"), Dakota Holding Corporation, a Delaware corporation ("Parent"), Dakota Acquisition I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub I"), and Dakota Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I ("Merger Sub II"), pursuant to which Merger Sub II merged with and into DPA with DPA surviving as a wholly owned subsidiary of Merger Sub I and immediately thereafter Merger Sub I merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent.
- [F2]Such shares are held by Mr. Gottdiener through Vestar/D&P Holdings, LLC.
- [F3]Disposition pursuant to a rollover contribution agreement with DP Holdco, LP, a Delaware limited partnership ("Parent Holdco"), pursuant to which certain shares of common stock of the Company were contributed to Parent Holdco in exchange for equity interests in Parent Holdco.
- [F4]Such shares are held by trusts for the benefit of Mr. Gottdiener.
- [F5]Disposition relates to the forfeiture of certain performance share awards for which the applicable vesting conditions were not satisfied.
- [F6]Disposition includes a disposition of 198,657 shares of common stock of the Company pursuant to a rollover contribution agreement with Parent Holdco, in which shares of common stock of the Company were contributed to Parent Holdco in exchange for equity interests in Parent Holdco.