Mayfield Arlene 4
4 · PRIMEDIA INC · Filed Jul 15, 2011
Insider Transaction Report
Form 4
PRIMEDIA INCPRM
Mayfield Arlene
SVP and President, Apart Guide
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2011-07-13−60,000→ 0 totalExercise: $6.42Exp: 2013-12-31→ Common Stock (60,000 underlying) - Award
Common Stock
2011-07-13+32,524→ 115,336.798 total - Disposition to Issuer
Common Stock
2011-07-13$7.10/sh−115,336.798$818,891→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2011-07-13−125→ 0 totalExercise: $11.10Exp: 2011-10-05→ Common Stock (125 underlying)
Footnotes (4)
- [F1]Reflects the July 13, 2011 accelerated vesting of 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 in three equal annual installments beginning December 31, 2008, 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 October 5, 2002, 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 $11.10 per share exceeds the Merger Consideration of $7.10 per share, no consideration is being given in exchange for the cancellation of this option.