SEC Form 4 · accession 0001209191-16-153591
Talen Energy Corp · TLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frederick M Bernthal
Director
Period of report
Dec 6, 2016
Accepted (ET)
Dec 6, 2016 · 2:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001622536
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Unit (DDCP)F3,F1,F2,F4 | — | Dec 6, 2016 | D | 19,187 | D | — | — | Common Stock | 19,187 | 0 | D |
Explanation of responses
- F1On December 6, 2016, pursuant to the Agreement and Plan of Merger dated as of June 2, 2016 (the "Merger Agreement"), by and among Talen Energy Corporation (the "Company"), RPH Parent LLC, SPH Parent LLC, CRJ Parent LLC and RJS Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation on the terms and conditions set forth in the Merger Agreement (the "Merger").
- F2Pursuant to the Merger Agreement, each share of Company common stock outstanding as of immediately prior to the effective time of the Merger (the "Effective Time"), was, at the Effective Time, automatically converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration").
- F3Represents stock units ("Director Stock Units") acquired under the Issuer's Directors Deferred Compensation Plan ("DDCP"). Each Director Stock Unit is the economic equivalent of one share of Issuer common stock. Pursuant to the terms of the DDCP, the Director Stock Units shall settle in common stock upon the director's retirement or separation from service. No conversion or exercise price applies.
- F4Pursuant to the Merger Agreement, all Director Stock Units outstanding immediately prior to the Effective Time were converted into the right to receive an amount in cash, based on the number of shares of Company common stock subject to the award and the Merger Consideration, and otherwise upon the terms and subject to the conditions set forth in the Merger Agreement.