SEC Form 4 · accession 0001394159-15-000132
Orbitz Worldwide, Inc. · OWW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas L Kram
Officer — GVP, Chief Accounting 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 | 25,973 | $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 | 6,250 | D | — | Jun 12, 2016 | Common Stock | 6,250 | 0 | D |
| Restricted Stock UnitsF2,F3,F6 | — | Sep 17, 2015 | D | 6,250 | D | — | Feb 20, 2017 | Common Stock | 6,250 | 0 | D |
| Restricted Stock UnitsF2,F3,F7 | — | Sep 17, 2015 | D | 9,653 | D | — | Mar 4, 2018 | Common Stock | 9,653 | 0 | D |
| Performance-based Restricted Stock UnitsF2,F3,F8 | — | Sep 17, 2015 | D | 18,750 | D | — | Feb 20, 2017 | Common Stock | 18,750 | 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 and restated.
- F3Each unit represents a right to receive, in the sole discretion of the Board of Directors of the Company, either one share of the Company's common stock, par value $0.01 per share, as of the applicable vesting date, or cash equal to the fair market value of one share of the Company's common stock as of the applicable 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 restricted stock units ("RSUs") vest in four equal installments on each of June 12, 2013, June 12, 2014, June 12, 2015 and June 12, 2016.
- F6The RSUs vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017.
- F7The RSUs vest in four equal installments on each of March 4, 2015, March 4, 2016, March 4, 2017 and March 4, 2018.
- F8The performance-based restricted stock units were granted in satisfaction of the performance requirement and vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017.