SEC Form 4 · accession 0001225208-16-032587

ADT Corp · ADT

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

Reporting owner

Donald A. Boerema

Officer — SVP/Chief Corp. Dev. Officer

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 Stock^F1,F2	May 2, 2016	D	38,054	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F3,F4	$21.6169	May 2, 2016	D	8,665	D	—	Sep 30, 2019	Common Stock	8,665	D
Employee Stock Option (Right to Buy)^F3,F5	$18.5745	May 2, 2016	D	11,288	D	—	Oct 6, 2018	Common Stock	11,288	D
Employee Stock Option (Right to Buy)^F3,F6	$23.8843	May 2, 2016	D	12,021	D	—	Oct 11, 2020	Common Stock	12,021	D
Employee Stock Option (Right to Buy)^F3,F7	$28.387	May 2, 2016	D	10,757	D	—	Oct 11, 2021	Common Stock	10,757	D
Employee Stock Option (Right to Buy)^F3,F8	$33.81	May 2, 2016	D	12,090	D	—	Nov 12, 2025	Common Stock	12,090	D
Employee Stock Option (Right to Buy)^F3,F9	$35.98	May 2, 2016	D	12,700	D	—	Nov 13, 2024	Common Stock	12,700	D
Employee Stock Option (Right to Buy)^F3,F10	$25.4599	May 2, 2016	D	15,331	D	—	Nov 18, 2017	Common Stock	15,331	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 6,664 restricted stock units ("RSUs").
F10This option provided for vesting in equal increments on November 19th of 2008, 2009, 2010 and 2011.
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 1, 2010, 2011, 2012 and 2013.
F5This option provided for vesting in equal increments on October 7, 2009, 2010, 2011 and 2012.
F6This option provided for vesting in equal increments on October 12, 2011, 2012, 2013 and 2014.
F7This option provided for vesting in equal increments on October 12, 2012, 2013, 2014 and 2015.
F8This option provided for vesting in equal increments on November 13, 2016, 2017, 2018 and 2019.
F9This option provided for vesting in equal increments on November 14, 2015, 2016, 2017 and 2018.