Fingerhood Steven L 4
4 · RPX Corp · Filed Jun 19, 2018
Insider Transaction Report
Form 4
RPX CorpRPXC
Fingerhood Steven L
Director
Transactions
- Disposition from Tender
Common Stock
2018-06-19−88,714→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2018-06-19−625→ 0 totalExercise: $15.25Exp: 2022-06-18→ Common Stock (625 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2018-06-19−60,000→ 0 totalExercise: $17.05Exp: 2022-04-25→ Common Stock (60,000 underlying)
Footnotes (3)
- [F1]Issuer entered into an Agreement and Plan of Merger, dated April 30, 2018 (the "Merger Agreement"), by and among the Issuer, Riptide Parent, LLC ("Parent"), and Riptide Purchaser, Inc., a wholly owned subsidiary of Parent ("Purchaser"). Parent and Purchaser are beneficially owned by affiliates of HGGC, LLC. Pursuant to the Merger Agreement and the tender offer commenced in connection therewith, each share of Issuer common stock held by the Reporting Person was tendered for $10.50 per share in cash (the "Offer Price"), without interest and subject to any required withholding of taxes. Pursuant to the Merger Agreement, on June 19, 2018, Purchaser was merged with and into the Issuer (the "Merger"), with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of Parent.
- [F2]The outstanding stock options subject to the grant are fully vested and exercisable.
- [F3]Upon or in connection with the Merger, this option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Offer Price over the applicable per-share exercise price of such cancelled option, multiplied by (ii) the total number of shares of Issuer's common stock underlying such option, less any required withholding taxes, provided, that, if the per-share exercise price of any such option was equal to or greater than the Offer Price, such option was cancelled for no consideration.