SEC Form 4 · accession 0001394159-15-000143
Orbitz Worldwide, Inc. · OWW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barney Harford
Officer — CEO · Director
Period of report
Sep 16, 2015
Accepted (ET)
Sep 17, 2015 · 3:57 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 16, 2015 | M | 9,700 | $4.90 | A | 573,328 | D | |
| Common StockF2 | Sep 16, 2015 | S | 9,700 | $12.033 | D | 563,628 | D | |
| Common Stock | Sep 17, 2015 | D | 563,628 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right to Buy)F4,F5 | $4.90 | Sep 16, 2015 | M | 9,700 | D | — | Jun 2, 2017 | Common Stock | 9,700 | 360,300 | D |
| Employee Stock Options (Right to Buy)F4,F5 | $4.90 | Sep 17, 2015 | D | 360,300 | D | — | Jun 2, 2017 | Common Stock | 360,300 | 0 | D |
| Restricted Stock UnitsF4,F7,F9 | — | Sep 17, 2015 | D | 103,126 | D | — | Feb 20, 2017 | Common Stock | 103,126 | 0 | D |
| Restricted Stock UnitsF4,F7,F10 | — | Sep 17, 2015 | D | 96,499 | D | — | Mar 4, 2018 | Common Stock | 96,499 | 0 | D |
| Performance-based Restricted Stock UnitsF4,F7,F11 | — | Sep 17, 2015 | D | 206,250 | D | — | Jun 12, 2016 | Common Stock | 206,250 | 0 | D |
| Performance-based Restricted Stock UnitsF4,F7,F12 | — | Sep 17, 2015 | D | 154,688 | D | — | Feb 20, 2017 | Common Stock | 154,688 | 0 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2012 and amended on June 10, 2013, February 25, 2014 and September 9, 2014.
- F10The RSUs vest in four equal installments on each of March 4, 2015, March 4, 2016, March 4, 2017 and March 4, 2018.
- F11The performance-based restricted stock units ("PSUs") were granted in satisfaction of the performance requirement and vest in four equal installments on each of June 12, 2013, June 12, 2014, June 12, 2015 and June 12, 2016.
- F12The PSUs 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.
- F2Shares were sold in a series of transactions within the same trading day at prices ranging from $12.00 to $12.06. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
- F3Disposed 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").
- F4Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated.
- F5The stock options vest over a four year period, with 25% of the stock options vesting on June 2, 2011 and the remaining 75% of the stock options vesting ratably over the subsequent 36 month period, with the final portion of the stock options vesting on June 1, 2014.
- F6Cancelled pursuant to the Merger Agreement in exchange for an amount in cash per share equal to the excess of $12.00 over the exercise price of the option.
- F7Each unit 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.
- F8Disposed 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.
- F9The restricted stock units ("RSUs") vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017.