4//SEC Filing
King J. Scott 4
Accession 0001458200-11-000026
CIK 0000877476other
Filed
Jun 5, 8:00 PM ET
Accepted
Jun 6, 11:27 AM ET
Size
16.9 KB
Accession
0001458200-11-000026
Insider Transaction Report
Form 4
King J. Scott
Chief Legal Officer
Transactions
- Other
Common Stock
2011-06-02$26.00/sh−6,923$179,998→ 4,661 total - Disposition to Issuer
Employee Stock Option (right to buy)
2011-06-03$6.51/sh−2,000$13,020→ 0 totalExercise: $19.49From: 2011-06-03Exp: 2015-06-15→ Common Stock (2,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-06-03$11.45/sh−4,000$45,800→ 0 totalExercise: $14.55From: 2011-06-03Exp: 2016-06-16→ Common Stock (4,000 underlying) - Disposition to Issuer
Common Stock
2011-06-03$26.00/sh−4,661$121,186→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2011-06-03$10.67/sh−14,000$149,380→ 0 totalExercise: $15.33From: 2011-06-03Exp: 2020-10-05→ Common Stock (14,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2011-06-03$0.23/sh−5,000$1,150→ 0 totalExercise: $25.77From: 2011-06-03Exp: 2015-02-23→ Common Stock (5,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, Dated March 2, 2011 ("Merger Agreement") by and among America Service Group, Inc. (the "Company"), Valitas Health Services, Inc. ("Valitas") and Whiskey Acquisition Corp., a wholly-owned subsidiary of Valitas ("Merger Sub"), on June 3, 2011, Merger Sub merged with and into the Company (the "Merger"), and effective upon the consummation of the Merger each share of common stock of the Company that was issued and outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive $26.00 in cash, without interest, and all restricted shares of Company common stock that were subject to vesting or forfeiture conditions (whether time-based or performance-based) that were outstanding as of immediately prior to the effective time of the Merger were fully vested immediately prior to the Merger.
- [F2]Pursuant to the Merger Agreement, each issued and outstanding option to purchase shares of Company common stock was vested in full as of immediately prior to the Merger, and each holder of an option has the right to receive an amount in cash equal to the excess, if any, of $26.00 (without interest) over the exercise price per share of such option. Such excess is set forth in Table II, column 8.
- [F3]On June 2, 2011, in connection with the Merger, Mr. King entered into a Contribution Agreement with Valitas Equity LLC, the indirect parent of Valitas, pursuant to which he contributed 6,923 shares of common stock of the Company to Valitas Equity LLC in exchange for equity of Valitas Equity LLC valued at the equivalent of $26.00 per share of such contributed common stock.
Documents
Issuer
AMERICA SERVICE GROUP INC /DE
CIK 0000877476
Entity typeother
Related Parties
1- filerCIK 0001438097
Filing Metadata
- Form type
- 4
- Filed
- Jun 5, 8:00 PM ET
- Accepted
- Jun 6, 11:27 AM ET
- Size
- 16.9 KB