SEC Form 4 · accession 0001127602-16-051378
NTELOS HOLDINGS CORP. · NTLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J O'Neil
Officer — EVP, Gen Counsel & Secretary
Period of report
May 6, 2016
Accepted (ET)
May 6, 2016 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001328571
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.01 Per Share | May 6, 2016 | M | 4,880 | $0.00 | A | 120,912 | D | |
| Common Stock, Par Value $0.01 Per Share | May 6, 2016 | M | 1,300 | $0.00 | A | 122,212 | D | |
| Common Stock, Par Value $0.01 Per Share | May 6, 2016 | D | 122,212 | $9.25 | D | 0 | D | |
| Common Stock, Par Value $0.01 Per Share | May 6, 2016 | D | 3,801 | $9.25 | D | 0 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom SharesF1 | — | May 6, 2016 | M | 4,880 | D | — | Feb 28, 2019 | Common Stock | 4,880 | 0 | D |
| Performance Stock UnitsF2 | — | May 6, 2016 | A | 993 | A | — | Dec 31, 2016 | Common Stock | 993 | 1,300 | D |
| Performance Stock UnitsF2 | — | May 6, 2016 | M | 1,300 | D | — | Dec 31, 2016 | Common Stock | 1,300 | 0 | D |
| Stock Option (Right to Buy)F3 | $6.00 | May 6, 2016 | D | 44,913 | D | — | Mar 5, 2025 | Common Stock | 44,913 | 0 | D |
Explanation of responses
- F1Each Phantom Share is the economic equivalent of one share of Issuer's common stock. The vested Phantom Shares were settled for cash immediately prior to consummation of the merger at the value of the merger consideration, $9.25 per share, pursuant to the Agreement and Plan of Merger, dated as of August 10, 2015 among the Issuer, Shenandoah Telecommunications Company, and Gridiron Merger Sub., Inc.
- F2Each earned Performance Stock Unit ("PSU") represents a right to receive a share, including accrued reinvested dividends, of Issuer's common stock upon a final vesting date pursuant to the terms of the award. Immediately prior to consummation of the merger, each earned PSU was settled for cash at the value of the merger consideration, $9.25 per share.
- F3This option, which provided for vesting in annual installments of 25% of the total award beginning on March 5, 2016, was cancelled immediately prior to consummation of the merger in exchange for a cash payment of $145,967, representing the difference between the exercise price of the option and the merger consideration per share of $9.25.