SEC Form 4 · accession 0001209191-18-041155
Hawaiian Telcom Holdco, Inc. · HCOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott K Barber
Officer — Chief Executive Officer · Director
Period of report
Jul 2, 2018
Accepted (ET)
Jul 3, 2018 · 4:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001487986
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 2, 2018 | A | 45,168 | $0.00 | A | 113,737 | D | |
| Common StockF2 | Jul 2, 2018 | F | 36,673 | — | D | 77,064 | D | |
| Common StockF3,F4 | Jul 2, 2018 | D | 77,064 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represent shares of Common Stock issued upon acceleration and settlement of the performance-based portion of restricted stock units ("RSUs") granted on March 9, 2015, June 20, 2015, March 3, 2016, March 9, 2017 and March 8, 2018 pursuant to the Agreement and Plan of Merger, dated as of July 9, 2017, among Cincinnati Bell Inc. ("Cincinnati Bell"), Twin Acquisition Corp. and Hawaiian Telcom Holdco Inc. ("Hawaiian Telcom") (the "Merger Agreement").
- F2Shares withheld by the Issuer in payment of the withholding tax liability relating to settlement of time-based and performance-based RSUs in connection with the Merger. The amount of shares withheld is based on the closing price on June 29, 2018.
- F3Disposed of as of July 2, 2018 pursuant to the Merger Agreement, at the effective time of the transaction contemplated in the Merger Agreement (the "Merger"). Pursuant to the Merger Agreement, each share of Hawaiian Telcom common stock held by the Reporting Person was converted, at the Reporting Person's option and subject to proration procedures as set forth in the Merger Agreement, into (i) 1.6305 common shares of Cincinnati Bell, (ii) 0.6522 common shares of Cincinnati Bell plus $18.45 in cash or (iii) $30.75 in cash, in each case without interest and with fractional shares paid in cash.
- F4(Continued from Footnote 3) Because the proration procedures have not been completed as of the date of this filing, it is not possible to determine the exact merger consideration to be received by the Reporting Person for each share of Hawaiian Telcom common stock disposed of in the Merger. The closing price of Cincinnati Bell's common shares on July 2, 2018 was $15.65.