4//SEC Filing
NELSON DEAN B 4
Accession 0001407377-11-000029
CIK 0000884382other
Filed
Jul 14, 8:00 PM ET
Accepted
Jul 15, 2:47 PM ET
Size
22.1 KB
Accession
0001407377-11-000029
Insider Transaction Report
Form 4
PRIMEDIA INCPRM
NELSON DEAN B
DirectorChairman
Transactions
- Disposition to Issuer
Common Stock
2011-07-13$7.10/sh−377,438$2,679,810→ 0 total - Award
Common Stock
2011-07-13+65,048→ 377,438 total - Disposition to Issuer
Stock Option (right to buy)
2011-07-13−300,000→ 0 totalExercise: $10.80Exp: 2012-07-26→ Common Stock (300,000 underlying)
Footnotes (3)
- [F1]Reflects the July 13, 2011 accelerated vesting of a performance-based award pursuant to the Merger Agreement (as defined below).
- [F2]Disposed of pursuant to an Agreement and Plan of Merger between PRIMEDIA Inc. (the "Company"), Pittsburgh Holdings, LLC and Pittsburgh Acquisition, Inc. (the "Merger Agreement") in exchange for a cash payment of $7.10 per share (the "Merger Consideration") on the effective date of the merger.
- [F3]This option, which provided for vesting at 100% on July 26, 2003, was cancelled on the effective date of the merger and converted into the right to receive an amount in cash, less any applicable tax withholding, equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price per share of such stock option, and (ii) the number of shares of Common Stock such holder could have purchased had such holder exercised such stock option, in full immediately prior to the effective time of the Merger. Because the option exercise price of $10.80 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option.
Issuer
PRIMEDIA INC
CIK 0000884382
Entity typeother
Related Parties
1- filerCIK 0001240384
Filing Metadata
- Form type
- 4
- Filed
- Jul 14, 8:00 PM ET
- Accepted
- Jul 15, 2:47 PM ET
- Size
- 22.1 KB