SEC Form 4 · accession 0001209191-16-155211
Inteliquent, Inc. · IQNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Carter Jr.
Officer — President and CEO · Director
Period of report
Dec 12, 2016
Accepted (ET)
Dec 14, 2016 · 5:17 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 share | Dec 12, 2016 | M | 11,616 | $18.52 | A | 41,453 | D | |
| Common Stock, par value $0.001 per shareF2 | Dec 12, 2016 | S | 10,200 | $23.09 | D | 31,253 | D | |
| Common Stock, par value $0.001 per shareF3 | Dec 12, 2016 | F | 1,582 | $23.10 | D | 29,671 | 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 Options (right to purchase)F4 | $18.52 | Dec 12, 2016 | M | 11,616 | D | — | Jun 22, 2025 | common stock | 11,616 | 34,851 | D |
Explanation of responses
- F1Mr. Carter exercised options to purchase 11,616 shares of Inteliquent, Inc. (the "Company") common stock. All of these stock options had already vested. Mr. Carter then immediately sold 10,200 of those shares into the market to pay for the exercise price and estimated withholding taxes. In combination with the transaction described in footnote 3, Mr. Carter engaged in this transaction in order to preserve certain compensation related corporate income tax deductions for the Company that may otherwise be disallowed through the operation of Section 280G of the Internal Revenue Code, as amended (the "Code"), in connection with the Company's merger (the "Merger") with Onvoy, LLC ("Onvoy").
- F2The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at prices ranging from $23.05 to $23.15, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3On December 12, 2016, the Compensation Committee (the "Committee") of the Board of Directors of the Company approved the acceleration of vesting of all or a portion of two separate restricted stock awards previously granted to Mr. Carter. The Committee approved the accelerated vesting in order to preserve certain compensation related corporate income tax deductions for the Company that may otherwise be disallowed through the operation of Section 280G of the Code in connection with Merger with Onvoy, LLC. The reported disposition represents the withholding of shares to cover tax obligations arising from the accelerated vesting of the restricted stock.
- F4One-quarter of the securities to which this note relates vested on June 22, 2016; the remaining three-quarters of the securities vest in equal annual installments on the second, third and fourth anniversary following June 22, 2016.