SEC Form 4 · accession 0001209191-17-056519

DIGITALGLOBE, INC. · DGI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Walter S. Scott

Officer — EVP and CTO

Period of report

Oct 5, 2017

Accepted (ET)

Oct 10, 2017 · 5:54 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 Stock^F1,F2,F3,F4	Oct 5, 2017	D	89,669	—	D	0	D
Common Stock^F1,F5	Oct 5, 2017	D	67,167	—	D	0	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F7,F6	$27.40	Oct 5, 2017	D	9,742	D	—	Jan 31, 2018	Common Stock	9,742	D
Employee Stock Option (right to buy)^F7,F8	$27.40	Oct 5, 2017	D	4,223	D	—	Mar 7, 2018	Common Stock	4,223	D
Employee Stock Option (right to buy)^F7,F8	$21.30	Oct 5, 2017	D	6,880	D	—	Mar 23, 2019	Common Stock	6,880	D
Employee Stock Option (right to buy)^F7,F9	$27.40	Oct 5, 2017	D	1,957	D	—	Jan 31, 2018	Common Stock	1,957	D
Employee Stock Option (right to buy)^F7,F10	$27.40	Oct 5, 2017	D	24,301	D	—	Jan 31, 2008	Common Stock	24,301	D
Employee Stock Option (right to buy)^F7,F11	$29.60	Oct 5, 2017	D	11,970	D	—	Feb 23, 2021	Common Stock	11,970	D
Employee Stock option (right to buy)^F7,F12	$27.40	Oct 5, 2017	D	4,957	D	—	Mar 7, 2018	Common Stock	4,957	D
Employee Stock Option (right to buy)^F7,F13	$21.30	Oct 5, 2017	D	15,111	D	—	Mar 23, 2019	Common Stock	15,111	D
Employee Stock Option (right to buy)^F7,F14	$24.18	Oct 5, 2017	D	14,607	D	—	Mar 2, 2020	Common Stock	14,607	D
Employee Stock Option (right to buy)^F7,F15	$11.80	Oct 5, 2017	D	64,167	D	—	Mar 6, 2022	Common Stock	64,167	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.
F10The Reporting Person was granted an option to purchase up to 24,301 shares of Issuer common stock on January 31, 2008. The option was fully vested at the Effective Time.
F11The Reporting Person was granted an option to purchase up to 11,970 shares of Issuer common stock on February 23, 2011. The option was fully vested at the Effective Time.
F12The Reporting Person was granted an option to purchase up to 4,957 shares of Issuer common stock on March 7, 2008. The option was fully vested at the Effective Time.
F13The Reporting Person was granted an option to purchase up to 15,111 shares of Issuer common stock on March 23, 2009. The option was fully vested at the Effective Time.
F14The Reporting Person was granted an option to purchase up to 14,607 shares of Issuer common stock on March 2, 2010. The option was fully vested at the Effective Time.
F15The Reporting Person was granted an option to purchase up to 64,167 shares of Issuer common stock on March 6, 2012. The option was fully vested at the Effective Time.
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.
F3Pursuant to the terms of the Merger Agreement, (i) PSUs (as defined below) subject to an ROIC vesting metric were deemed to be achieved at "target" levels, and (ii) PSUs subject to a TSR vesting metric were deemed to be achieved as of the last trading date prior to the Effective Time and at a stock price equal to the average of the closing prices for a share of Issuer common stock for the period of five trading days immediately prior to the Effective Time.
F4Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that remained subject to unsatisfied performance-based vesting requirements ("PSU") received cash consideration of $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such PSU.
F5Walter S. Scott and Diane Scott TTEES The Walter and Diane Scott Living Trust DTD 3-19-00.
F6The Reporting Person was granted an option to purchase up to 9,742 shares of Issuer common stock on January 31, 2008. The option was fully vested at the Effective Time.
F7Disposed 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.
F8The Reporting Person was granted an option to purchase up to 4,223 shares of Issuer common stock on March 7, 2008. The option was fully vested at the Effective Time.
F9The Reporting Person was granted an option to purchase up to 1,957 shares of Issuer common stock on January 31, 2008. The option was fully vested as of the Effective Time.