SEC Form 4 · accession 0001209191-17-056751

WEST CORP · WSTC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Nancee R Berger

Officer — President and COO

Period of report

Oct 10, 2017

Accepted (ET)

Oct 12, 2017 · 5:09 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 Stock^F1	Oct 10, 2017	D	117,462	$23.50	D	0	D
Common Stock^F1	Oct 10, 2017	D	152,898	$23.50	D	0	I	By Nancee R. Berger Legacy Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F2	$25.52	Oct 10, 2017	D	93,750	D	—	Mar 30, 2022	Common Stock	93,750	D
Stock Option (Right to Buy)^F2	$33.52	Oct 10, 2017	D	31,250	D	—	Mar 30, 2022	Common Stock	31,250	D
Deferred Stock Units^F3	—	Oct 10, 2017	D	312,678	D	—	—	Common Stock	312,678	D
Performance-based Restricted Stock Units^F4	—	Oct 10, 2017	D	57,810	D	—	—	Common Stock	57,810	D
Restricted Stock Units^F5	—	Oct 10, 2017	D	141,090	D	—	—	Common Stock	141,090	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").
F2Pursuant to the Merger Agreement, this option was cancelled as of October 10, 2017 in exchange for no consideration.
F3Pursuant to the Merger Agreement and subject to the terms of the Issuer's Nonqualified Deferred Compensation Plan, as of the effective date of the merger, each deferred stock unit was cancelled and converted into the notional right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such deferred stock unit multiplied by (ii) $23.50 per share.
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.
F5Pursuant to the Merger Agreement, as of the effective date of the Merger, each restricted stock unit was cancelled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such restricted stock unit multiplied by (ii) $23.50 per share. The right to receive the merger consideration with respect to 83,540 shares remains subject to certain vesting conditions.