Avedissian Nancy T 4
4 · VOLT INFORMATION SCIENCES, INC. · Filed Apr 26, 2022
Insider Transaction Report
Form 4
Avedissian Nancy T
SVP/General Counsel/Corp Sec.
Transactions
- Disposition from Tender
Common Stock
2022-04-22−110,357→ 0 total - Award
Performance Unit
2022-04-25+5,029→ 0 totalExercise: $0.00→ Common Stock (5,029 underlying) - Disposition to Issuer
Performance Unit
2022-04-25−5,029→ 0 totalExercise: $0.00→ Common Stock (5,029 underlying) - Award
Performance Unit
2022-04-25+46,779→ 0 totalExercise: $0.00→ Common Stock (46,779 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-04-25−106,918→ 0 totalExercise: $0.00→ Common Stock (106,918 underlying) - Disposition to Issuer
Performance Unit
2022-04-25−46,779→ 0 totalExercise: $0.00→ Common Stock (46,779 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-04-25$1.65/sh−59,725$98,546→ 0 totalExercise: $4.35Exp: 2027-06-14→ Common Stock (59,725 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 12, 2022 (the "Merger Agreement"), by and among Vega Consulting, Inc., a Delaware corporation ("Parent"), Vega MergerCo, Inc., a New York corporation and wholly owned subsidiary of Parent, and Volt Information Sciences, Inc., a New York corporation (the "Company"), in exchange for $6.00 per share upon the consummation of the transactions contemplated by the Merger Agreement (the "Merger") or in the related preceding tender offer (the "Tender Offer") at the same price. The Tender Offer expired on April 22, 2022, and the Merger closed on April 25, 2022.
- [F2]Performance units convert into common stock on a one-for-one basis.
- [F3]On June 14, 2019, the reporting person was granted 25,921 performance stock units. The performance units were eligible to vest 1/3 in each of the three years following the grant date based on the Company's achievement of certain financial performance goals measured over the applicable fiscal year performance period. At the maximum level of achievement, up to 150% of the units granted were eligible to vest.
- [F4]Upon consummation of the Merger, these performance units were deemed to be earned and each was cancelled in exchange for a cash payment equal to $6.00.
- [F5]On June 15, 2021, the reporting person was granted 40,096 performance stock units. The performance units were eligible to vest 1/3 in each of the three years following the grant date based on the Company's achievement of certain financial performance goals measured over the applicable fiscal year performance period. At the maximum level of achievement, up to 150% of the units granted were eligible to vest.
- [F6]Upon consummation of the Merger, each time-based restricted stock unit was cancelled in exchange for a cash payment equal to $6.00
- [F7]Upon consummation of the Merger, each such option was cancelled in exchange for a cash payment equal to the difference between $6.00 and the exercise price of the option.