4//SEC Filing
Del Nin Michael 4
Accession 0001473721-20-000008
CIK 0000925645other
Filed
Oct 13, 8:00 PM ET
Accepted
Oct 14, 2:23 PM ET
Size
17.5 KB
Accession
0001473721-20-000008
Insider Transaction Report
Form 4
Del Nin Michael
Director
Transactions
- Disposition to Issuer
Option: Right to Buy
2020-10-13−128,560→ 0 totalExercise: $2.46Exp: 2026-03-06→ Class A Common Stock (128,560 underlying) - Award
Performance-based Restricted Stock Units
2020-10-13+232,916→ 232,916 total→ Class A Common Stock (232,916 underlying) - Disposition to Issuer
Class A Common Stock
2020-10-13$4.58/sh−987,394$4,522,265→ 0 total - Disposition to Issuer
Performance-based Restricted Stock Units
2020-10-13−232,916→ 0 total→ Class A Common Stock (232,916 underlying) - Disposition to Issuer
Option: Right to Buy
2020-10-13−500,000→ 0 totalExercise: $2.29Exp: 2025-06-01→ Class A Common Stock (500,000 underlying) - Disposition to Issuer
Restricted Stock Units
2020-10-13−329,655→ 0 total→ Class A Common Stock (329,655 underlying)
Footnotes (5)
- [F1]On October 27, 2019, Central European Media Enterprises Ltd. (the "Company") entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with TV Bidco B.V. ("Parent") and TV Bermuda Ltd., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company, with the Company as the surviving company of such merger, which became effective on October 13, 2020 (the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's Class A Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $4.58 in cash, without interest (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Company stock option, to the extent unvested, became vested and exercisable in full, and each stock option that remained outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount of cash determined by multiplying (i) the total number of shares of Class A Common Stock for which such stock option remained outstanding and unexercised immediately prior to the Effective Time by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Class A Common Stock previously subject to such stock option.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each restricted stock unit became fully vested and all restrictions thereupon lapsed.
- [F4]As confirmed by the Compensation Committee, an amount of performance-based restricted stock units equal to 148.6% of the target award of performance-based restricted stock units granted on December 4, 2018 vested on October 13, 2020 in accordance with the terms of the corresponding award agreement immediately prior to the Effective Time.
- [F5]Pursuant to the Merger Agreement, immediately prior to the Effective Time, all outstanding Company restricted stock units became immediately vested and all restrictions thereupon lapsed, and such restricted stock units were cancelled in exchange for the right to receive the Merger Consideration for each share of Class A Common Stock for which such restricted stock unit remained outstanding immediately prior to the Effective Time.
Documents
Issuer
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD
CIK 0000925645
Entity typeother
Related Parties
1- filerCIK 0001473721
Filing Metadata
- Form type
- 4
- Filed
- Oct 13, 8:00 PM ET
- Accepted
- Oct 14, 2:23 PM ET
- Size
- 17.5 KB