SEC Form 4 · accession 0001225208-16-033749
SPECTRUM MANAGEMENT HOLDING COMPANY, LLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen East
Officer — EVP, Chief Communic. Officer
Period of report
May 18, 2016
Accepted (ET)
May 20, 2016 · 7:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001377013
Table I — non-derivative securities
No Table I lines on this filing.
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 Buy)F3,F2 | $86.76 | May 18, 2016 | D | 5,147 | D | — | Feb 12, 2023 | Common Stock, par value $.01 per share | 5,147 | 0 | D |
| Restricted Stock UnitsF5,F4,F6,F7 | — | May 18, 2016 | D | 1,610 | D | — | — | Common Stock, par value $.01 per share | 1,610 | 21,741 | D |
| Restricted Stock UnitsF5,F4,F8 | — | May 18, 2016 | D | 4,272 | D | — | — | Common Stock, par value $.01 per share | 4,272 | 17,469 | D |
| Restricted Stock UnitsF5,F4,F9 | — | May 18, 2016 | D | 5,823 | D | — | — | Common Stock, par value $.01 per share | 5,823 | 11,646 | D |
| Restricted Stock UnitsF5,F4,F10 | — | May 18, 2016 | D | 11,646 | D | — | — | Common Stock, par value $.01 per share | 11,646 | 0 | D |
Explanation of responses
- F1In accordance with the terms of the Agreement and Plan of Mergers, dated as of May 23, 2015, among the Issuer, Charter Communications, Inc., CCH I, LLC (now named Charter Communications, Inc., "New Charter") and certain other parties thereto (the "merger agreement"), each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter Class A common stock ("New Charter common stock") at an exercise price of $94.22 per share.
- F10This award of restricted stock units vests in three installments: 25% on the fourth anniversary, 50% on the fifth anniversary and 25% on the sixth anniversary of the date of grant, February 12, 2014. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
- F2This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 13, 2013.
- F3In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $94.22 per share.
- F4Each restricted stock unit represented a contingent right to receive one share of Common Stock.
- F5In accordance with the terms of the merger agreement, each of these restricted stock units was adjusted and converted into a restricted stock unit with respect to 0.92078178 of a share of New Charter common stock.
- F6This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 13, 2013. Shares of Common Stock are issued to the Reporting Person upon vesting of the restricted stock units.
- F7This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 13, 2013. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
- F8This award of restricted stock units vests in two equal installments on the fifth and sixth anniversaries of the date of grant, June 12, 2015. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
- F9This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 12, 2014. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.