SEC Form 4 · accession 0001209191-16-153617
Talen Energy Corp · TLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E. Schinski
Officer — SVP and Chief Admin. Officer
Period of report
Dec 6, 2016
Accepted (ET)
Dec 6, 2016 · 3:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001622536
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 2, 2016 | G | 28,000 | — | D | 53,043 | D | |
| Common StockF2,F3,F4,F5 | Dec 6, 2016 | D | 53,043 | — | 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 Options (Right to Buy)F3,F4,F6 | $19.00 | Dec 6, 2016 | D | 64,305 | D | — | — | Common Stock | 64,305 | 0 | D |
Explanation of responses
- F1Bona fide gift of shares of Common Stock with no payment of consideration.
- F2Includes shares of Common Stock held by the Reporting Person and awards of restricted stock units previously made.
- F3On 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").
- F4Pursuant 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").
- F5Pursuant to the Merger Agreement, all restricted stock units and performance units outstanding as of June 2, 2016 and immediately prior to the Effective Time, other than performance units held by Messrs. Farr, McGuire, Hopf and Rausch (the "Senior Executives"), were canceled and terminated in exchange for an amount in cash, based on the number of shares of Company common stock subject to the award and the Merger Consideration. A pro-rata portion of performance units held by the Senior Executives were canceled and terminated in exchange for an amount in cash, based on the number of shares of Company common stock subject to the award and the Merger Consideration. In addition, the remaining shares subject to the Senior Executives' performance unit awards (assuming target achievement of the applicable performance goals) were converted into cash-based retention awards.
- F6Pursuant to the Merger Agreement, each Company stock option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) was canceled and terminated at the Effective Time in exchange for an amount in cash, without interest and less applicable withholding taxes, equal to the product of (i) the total number of shares of Company common stock subject to the option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Company common stock under such option, except that if the exercise price per share of Company common stock under any such option was equal to or greater than the Merger Consideration, the option was cancelled for no consideration.