SEC Form 4 · accession 0001225208-16-033759
SPECTRUM MANAGEMENT HOLDING COMPANY, LLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nj Nicholas Jr.
Director
Period of report
May 18, 2016
Accepted (ET)
May 20, 2016 · 7:53 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 | 2,333 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Deferred Stock UnitF4,F3,F5 | — | May 18, 2016 | D | 8,351 | D | — | — | Common Stock, par value $.01 per share | 8,351 | 0 | D |
| Restricted Stock UnitsF7,F6,F8 | — | May 18, 2016 | D | 830 | D | — | — | Common Stock, par value $.01 per share | 830 | 19,829 | D |
| Restricted Stock UnitsF7,F6,F9 | — | May 18, 2016 | D | 1,058 | D | — | — | Common Stock, par value $.01 per share | 1,058 | 18,771 | D |
| Restricted Stock UnitsF7,F6,F10 | — | May 18, 2016 | D | 18,771 | D | — | — | Common Stock, par value $.01 per share | 18,771 | 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").
- F10The Common Stock would have been issuable to the Reporting Person in connection with the Reporting Person's ceasing to serve as a director of the Issuer.
- 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.
- F3Each deferred stock unit represented a right to receive one share of Common Stock.
- F4Each deferred stock unit represented a right to receive one share of Common Stock. These deferred stock units were canceled in accordance with the terms of the merger agreement, and the Reporting Person received an amount of cash equal to approximately $224.91 per unit.
- F5The Common Stock would have been issuable to the Reporting Person upon the termination of the Reporting Person's service as a director.
- F6Each restricted stock unit represented a right to receive one share of Common Stock.
- F7Each restricted stock unit represented a right to receive one share of Common Stock. These restricted stock units were canceled in accordance with the terms of the merger agreement, and the Reporting Person received an amount in cash equal to approximately $224.91 per unit.
- F850% of the Common Stock covered by the restricted stock units would have been issuable to the Reporting Person on the earlier of February 10, 2019 (the third anniversary of the date of grant) or in connection with the Reporting Person's ceasing to serve as a director of the Issuer, and the remaining 50% would have been issuable to the Reporting Person in connection with the Reporting Person's ceasing to serve as a director of the Issuer.
- F950% of the Common Stock covered by the restricted stock units would have been issuable to the Reporting Person on the earlier of February 11, 2018 (the third anniversary of the date of grant) or in connection with the Reporting Person's ceasing to serve as a director of the Issuer, and the remaining 50% would have been issuable to the Reporting Person in connection with the Reporting Person's ceasing to serve as a director of the Issuer.