SEC Form 4 · accession 0001144204-16-093129
LEAPFROG ENTERPRISES INC · LF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Antony Hicks
Officer — Chief International Officer
Period of report
Apr 4, 2016
Accepted (ET)
Apr 6, 2016 · 9:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001138951
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Apr 4, 2016 | U | 13,250 | $1.00 | D | 0 | D | |
| Class A Common StockF1,F2 | Apr 4, 2016 | M | 75,000 | — | A | 75,000 | D | |
| Class A Common StockF3 | Apr 4, 2016 | U | 75,000 | $1.00 | D | 0 | D | |
| Class A Common StockF1,F2 | Apr 4, 2016 | M | 75,000 | — | A | 75,000 | D | |
| Class A Common Stock | Apr 4, 2016 | U | 75,000 | $1.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (right to acquire)F2,F4 | — | Apr 4, 2016 | M | 75,000 | D | — | Oct 15, 2018 | Class A Common Stock | 75,000 | 0 | D |
| Restricted Stock Unit (right to acquire)F2,F5 | — | Apr 4, 2016 | M | 75,000 | D | — | Apr 15, 2019 | Class A Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1All Restricted Stock Units vested in accordance with Agreement and Plan of Merger among LeapFrog Enterprises, Inc., VTech Acquisition Sub, L.L.C. and VTech Holdings Limited dated February 5, 2016 (the "Merger Agreement").
- F2Restricted Stock Units convert in Class A Common Stock on a one-for-one basis.
- F3All vested Restricted Stock Units converted into right to receive $1.00 per underlying share pursuant to Merger Agreement.
- F4Granted 10/15/2014 under Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vested 25% annually on the 1st, 2nd, 3rd, and 4th anniversary of the date of grant, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
- F5Granted 4/15/2015 under Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vested 25% annually on the 1st, 2nd, 3rd, and 4th anniversary of the date of grant, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.