SEC Form 4 · accession 0001466815-18-000082
CAMBIUM LEARNING GROUP, INC. · ABCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffery Scott McWhorter
Officer — General Counsel
Period of report
Dec 18, 2018
Accepted (ET)
Dec 18, 2018 · 11:16 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001466815
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F1 | $2.14 | Dec 18, 2018 | D | 2,083 | D | — | Mar 13, 2024 | Common Stock, par value $0.001 per share | 2,083 | 0 | D |
| Stock Options (right to buy)F1 | $2.96 | Dec 18, 2018 | D | 6,700 | D | — | May 4, 2025 | Common Stock, par value $0.001 per share | 6,700 | 0 | D |
| Stock Options (right to buy)F1 | $4.50 | Dec 18, 2018 | D | 20,000 | D | — | Mar 8, 2026 | Common Stock, par value $0.001 per share | 20,000 | 0 | D |
| Stock Options (right to buy)F1 | $4.77 | Dec 18, 2018 | D | 4,000 | D | — | Sep 29, 2025 | Common Stock, par value $0.001 per share | 4,000 | 0 | D |
| Stock Options (right to buy)F1 | $5.00 | Dec 18, 2018 | D | 10,000 | D | — | Mar 20, 2027 | Common Stock, par value $0.001 per share | 10,000 | 0 | D |
| Stock Options (right to buy)F1 | $5.42 | Dec 18, 2018 | D | 10,000 | D | — | Oct 2, 2026 | Common Stock, par value $0.001 per share | 10,000 | 0 | D |
| Stock Options (right to buy)F1 | $9.16 | Dec 18, 2018 | D | 10,000 | D | — | Mar 11, 2028 | Common Stock, par value $0.001 per share | 10,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, by and among Cambium Holding Corp. (formerly Campus Holding Corp.), Campus Merger Sub, Inc. and Cambium Learning Group, Inc. (the "Issuer"), dated October 12, 2018 (the "Merger Agreement"), whereby such options were cancelled at the effective time of the merger and converted into the right to receive a total amount in cash, equal to the product of (x) excess of $14.50 over the exercise price per share of each stock option and (y) the number of shares underlying such stock option.