SEC Form 4 · accession 0001209191-15-049248
VIASYSTEMS GROUP INC · VIAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerald G Sax
Officer — SVP and CFO
Period of report
May 31, 2015
Accepted (ET)
Jun 2, 2015 · 9:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001101169
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 31, 2015 | D | 64,760 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF2 | — | May 31, 2015 | D | 80,678 | D | — | — | Common Stock | 80,678 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | — | May 31, 2015 | D | 163,336 | D | — | — | Common Stock | 163,336 | 0 | D |
Explanation of responses
- F1The shares were cancelled in connection with the merger of Vector Acquisition Corp., a wholly owned subsidiary of TTM Technologies, Inc. ("TTM"), into the Issuer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock was cancelled and converted automatically into the right to receive a combination of (a) $11.33 in cash, and (b) 0.706 of a share of common stock of TTM (together, the "Merger Consideration").
- F2Performance shares were granted on February 7, 2012 (14,477 performance shares), February 5, 2013 (42,908 performance shares), February 4, 2014 (24,189 performance shares), and February 3, 2015 (7,239 performance shares). Each performance share represented a contingent right to receive a share of the Issuer's common stock upon satisfaction of certain performance criteria or based strictly upon a function of the market price of the Issuer's common stock. The vested portions of the performance shares (80,678 shares) were cancelled in connection with the Merger in exchange for 56,958 shares of common stock of TTM and a cash payment of $914,088.19, minus 26,928 shares and $442,092.89 withheld for tax purposes.
- F3Options were granted on January 31, 2003 (5,018 shares at $150.99 per share), August 17, 2004 (1,254 shares at $150.99 per share), August 8, 2005 (10,455 shares at $150.99 per share), May 11, 2010 (85,695 shares at $21.88 per share), February 8, 2011 (39,346 shares at $20.38 per share), and February 7, 2012 (27,840 shares at $18.42 per share). The options granted on January 31, 2003, August 17, 2004, and August 8, 2005 have a term of ten years from their date of grant and the options granted on May 11, 2010, February 8, 2011, and February 7, 2012 have a term of seven years from their date of grant. All options are fully vested. Such options were cancelled in the Merger, as the exercise price for such options exceeded the Merger Consideration.