SEC Form 4 · accession 0001209191-17-056767
WEST CORP · WSTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Treinen
Officer — EVP-Corp Dev & Planning
Period of report
Oct 10, 2017
Accepted (ET)
Oct 12, 2017 · 5:21 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 | 119,335 | $23.50 | D | 0 | D | |
| Common StockF1 | Oct 10, 2017 | D | 80,181 | $23.50 | D | 0 | I | By David J. Treinen Revocable Trust |
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 | 75,000 | D | — | Mar 30, 2022 | Common Stock | 75,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $33.52 | Oct 10, 2017 | D | 25,000 | D | — | Mar 30, 2022 | Common Stock | 25,000 | 0 | D |
| Deferred Stock UnitsF3 | — | Oct 10, 2017 | D | 144,095 | D | — | — | Common Stock | 144,095 | 0 | D |
| Performance-based Restricted Stock UnitsF4 | — | Oct 10, 2017 | D | 65,820 | D | — | — | Common Stock | 65,820 | 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 51,380 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 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.