SEC Form 4 · accession 0001209191-17-056753

WEST CORP · WSTC

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

Reporting owner

Officer — President Unified Comm Svcs

Period of report

Oct 10, 2017

Accepted (ET)

Oct 12, 2017 · 5:10 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	82,514	$23.50	D	0	D

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	46,875	D	—	Mar 30, 2022	Common Stock	46,875	D
Stock Option (Right to Buy)^F2	$33.52	Oct 10, 2017	D	15,625	D	—	Mar 30, 2022	Common Stock	15,625	D
Stock Option (Right to Buy)^F3	$22.06	Oct 10, 2017	D	7,500	D	—	Jul 30, 2023	Common Stock	7,500	D
Stock Option (Right to Buy)^F3	$22.18	Oct 10, 2017	D	7,500	D	—	Oct 1, 2023	Common Stock	7,500	D
Stock Option (Right to Buy)^F2	$25.28	Oct 10, 2017	D	7,500	D	—	Jan 2, 2014	Common Stock	7,500	D
Stock Option (Right to Buy)^F2	$24.15	Oct 10, 2017	D	7,500	D	—	Apr 1, 2024	Common Stock	7,500	D
Deferred Stock Units^F4	—	Oct 10, 2017	D	89,142	D	—	—	Common Stock	89,142	D
Performance-based Restricted Stock Units^F5	—	Oct 10, 2017	D	65,850	D	—	—	Common Stock	65,850	D

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 51,400 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 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.
F5Pursuant 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.