SEC Form 4 · accession 0001225208-16-032584
ADT Corp · ADT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michele Kirse
Officer — SVP/Controller
Period of report
May 2, 2016
Accepted (ET)
May 4, 2016 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001546640
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 2, 2016 | D | 9,485 | $0.00 | 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 Option (Right to Buy)F3,F4 | $28.387 | May 2, 2016 | D | 2,475 | D | — | Oct 11, 2021 | Common Stock | 2,475 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F5 | $33.81 | May 2, 2016 | D | 8,380 | D | — | Nov 12, 2025 | Common Stock | 8,380 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F6 | $35.98 | May 2, 2016 | D | 7,520 | D | — | Nov 13, 2024 | Common Stock | 7,520 | 0 | D |
Explanation of responses
- F1On May 2, 2016, pursuant to the merger agreement, dated as of February 14, 2016 (the "Merger Agreement"), entered into by and among the Issuer, Prime Security Services Borrower, LLC, a Delaware limited liability company ("Parent"), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Prime Security Services Parent, Inc., a Delaware corporation, and Prime Security Services TopCo Parent, L.P., a Delaware limited partnership, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Includes 6,216 restricted stock units ("RSUs").
- F2Pursuant to the Merger Agreement, (a) at the effective time of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive $42.00 in cash, without interest, and (b) immediately prior to the effective time of the Merger, any vesting conditions applicable to each outstanding RSU accelerated in full, and each such unit was cancelled and the holder thereof was entitled to receive an amount in cash, without interest, equal to the product of (i) the total number of shares subject to such units immediately prior to the effective time multiplied by (ii) $42.00.
- F3Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding option to purchase shares of Issuer common stock became immediately vested and was cancelled and the holder thereof was entitled to receive an amount in cash, without interest, equal to the product of (i) the number of shares subject to such option, multiplied by (ii) the excess, if any, of $42.00 over the exercise price of the option.
- F4This option provided for vesting in equal increments on October 12, 2012, 2013, 2014 and 2015.
- F5This option provided for vesting in equal increments on November 13, 2016, November 13, 2017, November 13, 2018 and November 13, 2019.
- F6This option provided for vesting in equal increments on November 14, 2015, November 14, 2016, November 14, 2017 and November 14, 2018.