SEC Form 4 · accession 0001209191-16-148548
Fleetmatics Group plc · FLTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James F. Kelliher
Director
Period of report
Nov 7, 2016
Accepted (ET)
Nov 7, 2016 · 1:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001526160
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, ?0.015 par value per shareF1,F2 | Nov 7, 2016 | D | 10,965 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3,F4 | $10.005 | Nov 7, 2016 | D | 8,332 | D | — | May 25, 2019 | Ordinary Shares, ?0.015 par value per share | 8,332 | 0 | D |
Explanation of responses
- F1Immediately prior to the Effective Time (as defined below), the Reporting Person beneficially owned 10,965 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan").
- F2Pursuant to the terms of the Transaction Agreement between the Issuer, Verizon Business International Holdings B.V. and Verizon Communications Inc., dated July 30, 2016 (the "Transaction Agreement"), each RSU that was beneficially owned by the Reporting Person immediately prior to the effective time of the scheme (the "Effective Time"), was cancelled, extinguished and converted into the right to receive a cash amount equal to US$60.00 per RSU (the "Cash Consideration") without interest and net of applicable tax withholdings.
- F3Immediately prior to the Effective Time, the Reporting Person beneficially owned unexercised options to purchase 8,332 ordinary shares of the Issuer, 0.015 EURO par value per share (the "Options") issued pursuant to the Plan.
- F4Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the Options were cancelled, terminated and converted into the right to receive, for each ordinary share subject to the Options, the Cash Consideration, without interest and less the exercise price and net of applicable tax withholdings.