SEC Form 4 · accession 0001209191-17-056749
WEST CORP · WSTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald R. Beaumont
Officer — President Telecom/Safety Svcs
Period of report
Oct 10, 2017
Accepted (ET)
Oct 12, 2017 · 5:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001024657
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 10, 2017 | D | 66,348 | $23.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $25.52 | Oct 10, 2017 | D | 14,062 | D | — | Mar 30, 2022 | Common Stock | 14,062 | 0 | D |
| Stock Option (Right to Buy)F2 | $33.52 | Oct 10, 2017 | D | 4,687 | D | — | Mar 30, 2022 | Common Stock | 4,687 | 0 | D |
| Stock Option (Right to Buy)F3 | $22.06 | Oct 10, 2017 | D | 10,000 | D | — | Jul 30, 2023 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $22.18 | Oct 10, 2017 | D | 10,000 | D | — | Oct 1, 2023 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $25.28 | Oct 10, 2017 | D | 10,000 | D | — | Jan 2, 2024 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $24.15 | Oct 10, 2017 | D | 10,000 | D | — | Apr 1, 2024 | Common Stock | 10,000 | 0 | D |
| Performance-based Restricted Stock UnitsF4 | — | Oct 10, 2017 | D | 43,920 | D | — | — | Common Stock | 43,920 | 0 | D |
Explanation of responses
- F1Represents shares of common stock that were cancelled and converted into the right to receive $23.50 per share pursuant to the merger agreement among the Issuer, Mount Olympus Holdings, Inc. and Olympus Merger Sub, Inc., dated as of May 9, 2017 (the "Merger Agreement"). The right to receive the merger consideration with respect to 34,280 of the shares remains subject to certain vesting conditions.
- F2Pursuant to the Merger Agreement, this option was cancelled as of October 10, 2017 in exchange for no consideration.
- F3Pursuant to the Merger Agreement, this option was cancelled as of October 10, 2017 and converted into the right to receive an amount of cash equal to the product of (i) the number of shares issuable upon exercise of the option multiplied by (ii) the excess of $23.50 over the exercise price.
- F4Pursuant to the Merger Agreement, and subject to the terms of the applicable award agreement, each performance-based restricted stock unit was converted into the right to receive $23.50 per unit, subject to certain vesting conditions.