SEC Form 4 · accession 0000899243-17-004004
Inteliquent, Inc. · IQNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John T. Bullock
Officer — CTO & EVP
Period of report
Feb 10, 2017
Accepted (ET)
Feb 14, 2017 · 5:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001292653
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF2 | Feb 10, 2017 | D | 41,746 | $23.00 | D | 4,348 | D | |
| Common Stock, par value $0.001 per share | Feb 10, 2017 | J | 4,348 | $23.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to purchase)F4 | $21.81 | Feb 10, 2017 | D | 35,000 | D | — | Aug 26, 2019 | Common Stock | 35,000 | 0 | D |
| Employee Stock Option (right to purchase)F4 | $2.67 | Feb 10, 2017 | D | 26,088 | D | — | Mar 15, 2023 | Common Stock | 26,088 | 0 | D |
| Employee Stock Option (right to purchase)F4 | $13.86 | Feb 10, 2017 | D | 6,566 | D | — | Mar 17, 2024 | Common Stock | 6,566 | 0 | D |
| Employee Stock Option (right to purchase)F4 | $15.49 | Feb 10, 2017 | D | 7,154 | D | — | Mar 13, 2025 | Common Stock | 7,154 | 0 | D |
| Employee Stock Option (right to purchase)F4 | $16.78 | Feb 10, 2017 | D | 9,120 | D | — | Feb 22, 2026 | Common Stock | 9,120 | 0 | D |
| Performance Stock UnitsF5,F6 | — | Feb 10, 2017 | D | 5,003 | D | — | Mar 15, 2018 | Common Stock | 5,258 | 0 | D |
| Performance Stock UnitsF7 | — | Feb 10, 2017 | D | 5,959 | D | — | Mar 15, 2019 | Common Stock | 3,497 | 0 | D |
Explanation of responses
- F1On November 2, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Onvoy, LLC ("Onvoy") and Onvoy Igloo Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Onvoy. The Merger became effective on February 10, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 ("Common Stock"), issued and outstanding prior to the Effective Time was automatically cancelled and converted into the right to receive a cash payment equal to $23.00, without interest, less any applicable tax withholding.
- F2This amount includes 29,877 shares of restricted stock that became fully vested at the Effective Time pursuant to the Merger Agreement.
- F3Pursuant to the Contribution Agreement, dated February 10, 2017 (the "Contribution Agreement"), between the reporting person and GTCR Onvoy Holdings LLC ("Holdco"), the reporting person contributed these shares to Holdco (the "Rollover") in exchange for membership units of Holdco calculated in accordance with the Contribution Agreement effective as of the Effective Time. For the purposes of the Rollover, the reporting person's shares were valued at $23.00 per share.
- F4Pursuant to the terms of the Merger Agreement, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was automatically converted into the right to receive a cash payment equal to the product of (A) the total number of shares of Common Stock issuable upon exercise of such option and (B) the excess, if any, of $23.00 over the exercise price per share of such option, less any applicable tax withholding.
- F5Represents previously unvested performance stock units ("PSUs"). Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 140% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon total shareholder return ("TSR") of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2015 through and including the closing date of the Merger compared to the total number of days in the measuring period.
- F6(continued from footnote 5) The number in clause (A) also includes 326 shares of common stock, representing dividends paid during the measuring period.
- F7Represents previously unvested PSUs. Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 150% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon TSR of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2016 through and including the closing date of the Merger compared to the total number of days in the measuring period. The number in clause (A) also includes 183 shares of common stock, representing dividends paid during the measuring period.