SEC Form 4 · accession 0001225208-16-033751
SPECTRUM MANAGEMENT HOLDING COMPANY, LLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert D Marcus
Officer — Chairman & CEO · Director
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
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per shareF2 | May 18, 2016 | D | 71,638 | $0.00 | 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 Buy)F3,F4 | $86.76 | May 18, 2016 | D | 80,936 | D | — | Feb 12, 2023 | Common Stock, par value $.01 per share | 80,936 | 0 | D |
| Employee Stock Option (Right to Buy)F5,F6 | $77.04 | May 18, 2016 | D | 40,566 | D | — | Feb 15, 2022 | Common Stock, par value $.01 per share | 40,566 | 0 | D |
| Restricted Stock UnitsF8,F7,F9 | — | May 18, 2016 | D | 12,660 | D | — | — | Common Stock, par value $.01 per share | 12,660 | 223,954 | D |
| Restricted Stock UnitsF8,F7,F10 | — | May 18, 2016 | D | 41,072 | D | — | — | Common Stock, par value $.01 per share | 41,072 | 182,882 | D |
| Restricted Stock UnitsF8,F7,F11 | — | May 18, 2016 | D | 70,914 | D | — | — | Common Stock, par value $.01 per share | 70,914 | 111,968 | D |
| Restricted Stock UnitsF8,F7,F12 | — | May 18, 2016 | D | 111,968 | D | — | — | Common Stock, par value $.01 per share | 111,968 | 0 | D |
Explanation of responses
- F1Issuer's common stock ("Common Stock") disposed of pursuant to 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 other certain parties thereto (the "merger agreement").
- F10This award of restricted stock units vests in two equal installments on the fifth and sixth anniversaries of the date of grant, June 2, 2015. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
- F11This 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.
- F12This 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.
- F2In accordance with the terms of the merger agreement, each share of Common Stock was exchanged into the right to receive, pursuant to an election made by the Reporting Person, either (a) $100 in cash and 0.4891 of a share of New Charter Class A common stock ("New Charter common stock") or (b) $115 in cash and 0.4125 of a share of New Charter common stock.
- 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.
- F4This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 13, 2013.
- F5In 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 $83.67 per share.
- F6This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 16, 2012.
- F7Each restricted stock unit represented a contingent right to receive one share of Common Stock.
- F8In 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.
- F9This 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.