SEC Form 4 · accession 0000899243-17-004024
Inteliquent, Inc. · IQNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rian J. Wren
Director
Period of report
Feb 10, 2017
Accepted (ET)
Feb 14, 2017 · 5:53 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 | 79,930 | $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)F3 | $13.65 | Feb 10, 2017 | D | 59,451 | D | — | Apr 22, 2018 | Common Stock | 59,451 | 0 | D |
| Employee Stock Option (right to purchase)F3 | $21.81 | Feb 10, 2017 | D | 150,000 | D | — | Aug 26, 2019 | Common Stock | 150,000 | 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 6,242 shares of restricted stock that became fully vested at the Effective Time pursuant to the Merger Agreement.
- F3Pursuant 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.