4//SEC Filing
CHELL BEVERLY C 4
Accession 0001407377-11-000034
CIK 0000884382other
Filed
Jul 14, 8:00 PM ET
Accepted
Jul 15, 5:35 PM ET
Size
19.6 KB
Accession
0001407377-11-000034
Insider Transaction Report
Form 4
PRIMEDIA INCPRM
CHELL BEVERLY C
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2011-07-13−55,000→ 0 totalExercise: $24.00Exp: 2012-04-16→ Common Stock (55,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-07-13−55,000→ 0 totalExercise: $30.00Exp: 2012-04-16→ Common Stock (55,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-07-13−55,000→ 0 totalExercise: $36.00Exp: 2012-04-16→ Common Stock (55,000 underlying) - Disposition to Issuer
Common Stock
2011-07-13$7.10/sh−61,132$434,037→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2011-07-13−50,000→ 0 totalExercise: $6.42Exp: 2013-12-31→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-07-13−18,333→ 0 totalExercise: $36.00Exp: 2012-04-16→ Common Stock (18,333 underlying)
Footnotes (7)
- [F1]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.
- [F2]Of the shares shown as owned, 1,667 shares are owned of record by Robert M. Chell and 1,833 shares are owned of record by the Robert and Beverly Chell Foundation over which Ms. Chell has shared voting and investment power.
- [F3]This option, which provided for vesting in three equal annual installments beginning December 31, pursuant to the Merger Agreement was cancelled and converted into the right to receive a cash payment, 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.
- [F4]This option, which provided for vesting in four equal annual installments beginning April 16, 2003, pursuant to the Merger Agreement was canceled 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 $24.00 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option.
- [F5]This option, which provided for vesting in four equal annual installments beginning April 16, 2003, pursuant to the Merger Agreement was cancelled 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 $30.00 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option.
- [F6]This option, which provided for vesting in four equal annual installments beginning April 16, 2003, pursuant to the Merger Agreement was canceled 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 $36.00 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option.
- [F7]This option, which provided for vesting in four equal annual installments beginning April 16, 2003, pursuant to the Merger Agreement was canceled 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 $36.00 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option.
Documents
Issuer
PRIMEDIA INC
CIK 0000884382
Entity typeother
Related Parties
1- filerCIK 0001235020
Filing Metadata
- Form type
- 4
- Filed
- Jul 14, 8:00 PM ET
- Accepted
- Jul 15, 5:35 PM ET
- Size
- 19.6 KB