SEC Form 4 · accession 0001209191-17-048165
NEUSTAR INC · NSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lisa Hook
Officer — President and CEO · Director
Period of report
Aug 8, 2017
Accepted (ET)
Aug 8, 2017 · 6:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001265888
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Aug 8, 2017 | D | 433,573 | $33.50 | 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 UnitsF2 | $0.00 | Aug 8, 2017 | D | 44,045 | D | — | — | Class A Common Stock | 44,045 | 0 | D |
| Performance Vested Restricted Stock UnitsF3 | $0.00 | Aug 8, 2017 | D | 351,562 | D | — | — | Class A Common Stock | 351,562 | 0 | D |
| Employee Stock OptionsF4 | $26.45 | Aug 8, 2017 | D | 44,484 | D | — | — | Class A Common Stock | 44,484 | 0 | D |
| Employee Stock OptionsF4 | $26.45 | Aug 8, 2017 | D | 118,624 | D | — | — | Class A Common Stock | 118,624 | 0 | D |
Explanation of responses
- F1Pursuant to an Agreement and Plan of Merger by and among the Issuer, Aerial Topco, L.P. ("Parent") and Aerial Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Issuer on August 8, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each share of Class A Common Stock outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $33.50 in cash, without interest.
- F2Pursuant to an Agreement and Plan of Merger by and among the Issuer, Aerial Topco, L.P. ("Parent") and Aerial Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Issuer on August 8, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each restricted stock unit outstanding subject to time-based vesting, automatically and without any required action on the part of the Reporting Person, became fully vested and canceled in exchange for a right to receive a cash payment in an amount equal to $33.50, without interest, for each share of Class A Common Stock underlying the restricted stock unit, less any required withholding taxes.
- F3Pursuant to an Agreement and Plan of Merger by and among the Issuer, Aerial Topco, L.P. ("Parent") and Aerial Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Issuer on August 8, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, the performance-based conditions to which each outstanding performance stock unit was subject were deemed satisfied at the target levels for any performance period not completed, and such performance stock unit, automatically and without any required action on the part of the Reporting Person, was canceled in exchange for a right to receive a cash payment in an amount equal to $33.50, without interest, for each share of Class A Common Stock underlying the performance stock unit, less any required withholding taxes.
- F4Pursuant to an Agreement and Plan of Merger by and among the Issuer, Aerial Topco, L.P. ("Parent") and Aerial Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Issuer on August 8, 2017, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each employee stock option outstanding, whether or not vested and exercisable, automatically and without any required action on the part of the Reporting Person, was cancelled in exchange for the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (i) the excess, if any, of $33.50, without interest, over the per share exercise price of such employee stock option and (ii) the total number of shares of Class A Common Stock otherwise issuable upon exercise of such employee stock option immediately prior to the effective time of the Merger.