SEC Form 4 · accession 0001394159-15-000130
Orbitz Worldwide, Inc. · OWW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael O Randolfi
Officer — Chief Financial Officer
Period of report
Sep 17, 2015
Accepted (ET)
Sep 17, 2015 · 3:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001394159
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 17, 2015 | D | 79,223 | $12.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F5 | — | Sep 17, 2015 | D | 225,000 | D | — | Mar 11, 2017 | Common Stock | 225,000 | 0 | D |
| Restricted Stock UnitsF2,F3,F6 | — | Sep 17, 2015 | D | 19,302 | D | — | Mar 4, 2018 | Common Stock | 19,302 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger by and among Expedia, Inc., Xeta, Inc. and Orbitz Worldwide, Inc. (the "Company") dated as of February 12, 2015 (the "Merger Agreement").
- F2Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended.
- F3Each restricted stock unit ("RSU") represents a right to receive, in the sole discretion of the Board of Directors of the Company, either (i) one share of the Company's common stock as of the vesting date or (ii) cash equal to the fair market value of one share of the Company's common stock as of the vesting date.
- F4Disposed of pursuant to the Merger Agreement in exchange for shares of Expedia common stock calculated by multiplying the number of shares of the Company's common stock by the quotient obtained by dividing $12.00 by the volume-weighted average price for Expedia common stock for the 30 trading days prior to the closing date.
- F5The RSUs vest in four equal installments on each of March 11, 2014, March 11, 2015, March 11, 2016 and March 11, 2017.
- F6The RSUs vest in four equal installments on each of March 4, 2015, March 4, 2016, March 4, 2017 and March 4, 2018.