SEC Form 4 · accession 0000899243-17-009876
Metaldyne Performance Group Inc. · MPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell Kent Bradley
Officer — See Remarks
Period of report
Apr 6, 2017
Accepted (ET)
Apr 10, 2017 · 5:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616817
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per share ("Common Stock")F1 | Apr 6, 2017 | D | 20,476 | — | D | 0 | D | |
| Common StockF2 | Apr 6, 2017 | D | 1,168 | — | D | 0 | D | |
| Common StockF3 | Apr 6, 2017 | D | 17,385 | — | 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 OptionsF10,F4 | $15.81 | Apr 6, 2017 | D | 18,519 | D | Apr 6, 2017 | Sep 16, 2026 | Common Stock | 18,519 | 0 | D |
| Stock OptionsF10,F5 | $15.08 | Apr 6, 2017 | D | 17,271 | D | — | Apr 4, 2026 | Common Stock | 17,271 | 0 | D |
| Stock OptionsF10,F6 | $18.90 | Apr 6, 2017 | D | 13,761 | D | — | Mar 17, 2025 | Common Stock | 13,761 | 0 | D |
| Stock OptionsF10,F7 | $3.31 | Apr 6, 2017 | D | 139,025 | D | — | Dec 6, 2022 | Common Stock | 139,025 | 0 | D |
| Stock OptionsF10,F8 | $20.00 | Apr 6, 2017 | D | 3,095 | D | — | Aug 4, 2024 | Common Stock | 3,095 | 0 | D |
| Stock OptionsF10,F8 | $20.00 | Apr 6, 2017 | D | 1,670 | D | — | Aug 4, 2024 | Common Stock | 1,670 | 0 | D |
| Stock OptionsF10,F9 | $20.00 | Apr 6, 2017 | D | 16,790 | D | — | Aug 4, 2024 | Common Stock | 16,790 | 0 | D |
| Stock OptionsF10,F7 | $20.00 | Apr 6, 2017 | D | 25,775 | D | — | Aug 4, 2024 | Common Stock | 25,775 | 0 | D |
Explanation of responses
- F1Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 3, 2016 (the "Merger Agreement"), by and among the Issuer, American Axle & Manufacturing Holdings, Inc. ("AAM") and Alpha SPV I, Inc., a wholly-owned subsidiary of AAM ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of AAM and each share of Common Stock was exchanged for $13.50 in cash (the "Cash Consideration") and 0.5 of a share of common stock of AAM (the "Share Consideration" and, together with the Cash Consideration, the "Merger Consideration"). The closing price of a share of Common Stock on April 5, 2017 (the last trading day prior to the effectiveness of the Merger) was $21.90, and the closing price of a share of AAM common stock on April 6, 2017 (the effective date of the Merger) was $17.00.
- F10Reflects disposition under the Merger Agreement, pursuant to which each outstanding stock option of the Issuer was canceled in exchange for an amount in cash equal to (x) the aggregate number of shares of Common Stock underlying such stock option immediately prior to the Merger, multiplied by (y) the value of the Merger Consideration (with the Share Consideration being valued at $8.44 per share (0.5 times the closing price of a share of AAM common stock on April 5, 2017 of $16.88 (the last trading day prior to the effectiveness of the Merger)) less the exercise price of such stock option.
- F2Reflects disposition under the Merger Agreement, pursuant to which each share of restricted stock of the Issuer was canceled in exchange for the Merger Consideration.
- F3Reflects disposition under the Merger Agreement, pursuant to which each restricted stock unit of the Issuer became fully vested immediately prior to the Merger and was canceled in exchange for the Merger Consideration.
- F4Represents stock options that were accelerated pursuant to the Merger Agreement and became vested and exercisable as of immediately prior to the Merger.
- F5Represents an exercisable stock option, which was to vest and become exercisable in three equal annual installments (beginning on April 4, 2017), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.
- F6Represents an exercisable stock option, which was to vest and become exercisable in three annual installments: 33% on each of March 17, 2016 and March 17, 2017, and 34% on March 17, 2018, and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.
- F7Represents an exercisable stock option, which was to vest and become exercisable in five equal annual installments (beginning on December 6, 2013), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.
- F8Currently exercisable.
- F9Represents an exercisable stock option, which was to vest and become exercisable in three annual installments: 33% on each of August 4, 2015 and August 4, 2016, and 34% on August 4, 2017, and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.
Remarks
Executive Vice President of Sales