SEC Form 4 · accession 0001209191-17-056507
DIGITALGLOBE, INC. · DGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howell M Estes
Director
Period of report
Oct 5, 2017
Accepted (ET)
Oct 10, 2017 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001208208
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 5, 2017 | D | 64,266 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4,F3 | $27.40 | Oct 5, 2017 | D | 6,000 | D | — | Mar 19, 2018 | Common Stock | 6,000 | 0 | D |
| Employee Stock Option (right to buy)F4,F5 | $21.30 | Oct 5, 2017 | D | 23,484 | D | — | Feb 23, 2019 | Common Stock | 23,484 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger dated as of February 24, 2017 ("Merger Agreement"), by and among the Issuer, MacDonald, Dettwiler and Associates Ltd., ("MDA"), SSL MDA Holdings, Inc., and Merlin Merger Sub, Inc., at the Effective Time (as defined in the Merger Agreement), each share of Issuer common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive: (i) $17.50 in cash, without interest and less any required withholding taxes, and (ii) 0.3132 of an MDA common share, rounded down to the nearest share.
- F2Includes shares underlying time-based vesting restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, the RSUs were assumed by MDA at the Effective Time and represented the right to receive $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such RSUs. The shares underlying such RSUs continued to vest and be subject to the original terms and conditions as were applicable before the Effective Time, except that the cash component was deemed fully vested at the Effective Time.
- F3The Reporting Person was granted an option to purchase up to 6,000 shares of Issuer common stock on March 19, 2008. The option was fully vested at time of Effective Time.
- F4Disposed of pursuant to the Merger Agreement, pursuant to which all outstanding options fully vested and converted into the right to receive cash in an amount equal to the product of $17.50 and the number of shares subject to the option less the Total Cash Exercise Price (as defined in the Merger Agreement) and a number of MDA shares equal to (a) the positive difference, if any, between (i) the product of 0.3132, the Parent Closing Stock Value (as defined in the Merger Agreement) and the number of Issuer shares subject to the option less (ii) the aggregate exercise price of the option reduced by the Total Cash Exercise Price, divided by (b) the Parent Closing Stock Value.
- F5The Reporting Person was granted an option to purchase up to 23,484 shares of Issuer common stock on February 23, 2009. The option was fully vested at the Effective Date.