SEC Form 4 · accession 0001209191-16-148615

Fleetmatics Group plc · FLTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1As of the Effective Time (as defined below), the Reporting Person beneficially owned (i) 233 ordinary shares of the Issuer, 0.015EURO par value per share (the "Ordinary Shares"), of which all 233 Ordinary Shares were acquired pursuant to the Issuer's 2012 Employee Stock Purchase Plan, (ii) 45,000 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan"), of which all 45,000 RSUs were unvested and subject to the time-based vesting terms in accordance with the vesting schedule that applied to such RSUs immediately prior to the Effective Time, and (iii) 25,000 performance stock units ("PSUs") issued under the Plan, of which all 25,000 PSUs remained unvested subject to time-based vesting terms in accordance with the vesting schedule that applied to such PSUs immediately prior to the Effective Time; provided, however, pursuant to the terms of the Transaction Agreement (as defined below), any performance measures
• F2applicable to such unvested PSUs were deemed to have been satisfied as of the Effective Time as if 100% of the applicable performance targets had been achieved.
• F3Pursuant to the terms of the Transaction Agreement between the Issuer, Verizon Business International Holdings B.V. and Verizon Communications Inc. ("Verizon"), dated July 30, 2016 (the "Transaction Agreement"), each Ordinary Share 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 Ordinary Share (the "Cash Consideration"), without interest and net of applicable tax withholdings.
• F4Pursuant to the terms of the Transaction Agreement, (i) each unvested RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings, and (ii) all amounts payable with respect to such unvested RSUs shall (x) be deemed earned and vested on the date(s) on which such unvested RSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested RSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested RSUs.
• F5Pursuant to the terms of the Transaction Agreement, (i) each unvested PSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings and (ii) all amounts payable with respect to such unvested PSUs shall (x) be deemed earned and vested on the date(s) on which such unvested PSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested PSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested PSUs.