4//SEC Filing
Fortegra Financial Corp 4
Accession 0001495925-14-000122
CIK 0001495925operating
Filed
Dec 3, 7:00 PM ET
Accepted
Dec 4, 11:52 AM ET
Size
18.9 KB
Accession
0001495925-14-000122
Insider Transaction Report
Form 4
Mascherin Walter P.
Senior EVP & CFO
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2014-12-04−14,869→ 0 total - Award
Option, Right to Buy 1/1/2013
2014-12-04+18,982→ 18,982 totalExercise: $8.89Exp: 2023-01-01→ Common Stock (18,982 underlying) - Disposition to Issuer
Option, Right to Buy 1/1/2013
2014-12-04$1.11/sh−18,982$21,070→ 0 totalExercise: $8.89Exp: 2023-01-01→ Common Stock (18,982 underlying) - Disposition to Issuer
Option, Right to Buy 7/1/2011
2014-12-04$2.16/sh−15,000$32,400→ 0 totalExercise: $7.84Exp: 2021-07-01→ Common Stock (15,000 underlying) - Disposition to Issuer
Option, Right to Buy 7/1/2012
2014-12-04$2.00/sh−20,000$40,000→ 0 totalExercise: $8.00Exp: 2022-07-01→ Common Stock (20,000 underlying) - Disposition to Issuer
Option, Right to Buy 9/1/2013
2014-12-04$2.38/sh−7,500$17,850→ 0 totalExercise: $7.62Exp: 2023-09-01→ Common Stock (7,500 underlying)
Footnotes (7)
- [F1]Includes shares acquired under the Company's Employee Stock Purchase Plan between December 2012 and July 2014.
- [F2]Takes into account 132 shares originally withheld by the Company to satisfy tax withholding obligations in connection with the July 1, 2011 grant and takes into account 221 shares originally withheld by the Company to satisfy withholding obligations in connection with the July 1, 2012 grant, but for which Forms 4 were not filed at the time of the withholding.
- [F3]Shares of Common Stock were disposed of in exchange for the right to receive $10.00 per share in cash pursuant to the Agreement and Plan of Merger by and among Tiptree Operating Company, LLC, Caroline Holdings LLC, Caroline Merger Sub, Inc., and Fortegra Financial Corporation (the "Merger Agreement").
- [F4]On January1, 2013, the reporting person was granted an option to purchase 18,982 shares of Common Stock. These stock options provided for vesting upon the Company's satisfaction of performance goals on or before December 31, 2015 for (i) revenue (Compound Annual Growth Rate), (ii) profitable growth (Net Income) and (iii) earnings (Return on Average Equity). These performance metrics were equally weighted such that achievement of any one target would result in the vesting of one-third of the total equity award. These performance-based stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These performance-based stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.
- [F5]These stock options, which are currently exercisable, were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.
- [F6]These stock options provided for vesting one-third when the Compensation Committee of the Board determines that the Company has achieved annual Adjusted EBITDA of $46,000,000 and the remainder on each of the two anniversaries of such determination. These stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the Merger on December 4, 2014, in accordance with the terms of the Merger Agreement.
- [F7]These stock options provided for vesting in equal installments on each of the first four anniversaries of the grant date. These stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement.
Documents
Issuer
Fortegra Financial Corp
CIK 0001495925
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001495925
Filing Metadata
- Form type
- 4
- Filed
- Dec 3, 7:00 PM ET
- Accepted
- Dec 4, 11:52 AM ET
- Size
- 18.9 KB