SEC Form 4 · accession 0001144204-16-093131
LEAPFROG ENTERPRISES INC · LF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Kalinske
Director
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 | 193,942 | $1.00 | D | 0 | I | Held by Thomas J, Kalinske, & Karen J, Kalinske TTEES U/A DTD 12/16/96, Kalinske Family Trust |
| Class A Common Stock | Apr 4, 2016 | U | 3,823 | $1.00 | D | 0 | D | |
| Class A Common StockF1,F2 | Apr 4, 2016 | M | 7,086 | — | A | 7,086 | D | |
| Class A Common StockF3 | Apr 4, 2016 | U | 7,086 | $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 | 7,086 | D | Jul 31, 2016 | Jul 31, 2016 | Class A Common Stock | 7,086 | 0 | D |
| Non- Qualified Stock Option (right to buy)F6,F5 | $0.92 | Apr 4, 2016 | U | 12,918 | D | — | Aug 31, 2025 | Class A Common Stock | 12,918 | 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.
- F4Annual grant under the Issuer's 2011 Equity and Incentive Plan, as amended. The awards vest on the last day of the month prior to the month of Issuer's 2016 annual meeting of stockholders, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
- F5The options are exercisable last day of the month prior to the month of Issuer's 2016 annual meeting of stockholders, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
- F6Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment $1,033.44, which is the product of (x) the total number of the shares subject to the option and (y) the excess of $1.00 per share over the exercise price of the option.