SEC Form 4 · accession 0001179110-17-003552
Bats Global Markets, Inc. · BATS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian N Schell
Officer — EVP, Chief Financial Officer
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 10:16 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001659228
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 28, 2017 | D | 198,546 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, CBOE Holdings, Inc. ("CBOE"), CBOE Corporation and CBOE V, LLC, dated as of September 25, 2016 (the "Merger Agreement"), each outstanding share of common stock of the Issuer ("Common Stock") was canceled and converted into the right to receive (i) 0.3201 of a share of common stock of CBOE, par value $0.01 per share ("CBOE Common Stock") and $10.00 in cash, (ii) an amount of cash, without interest, equal to the sum of (a) $10 and (b) the product obtained by multiplying 0.3201 by the volume-weighted average price of shares of CBOE Common Stock for the period of the ten consecutive trading days ending on the second full trading day prior to the Effective Time (the "Closing VWAP"), or (iii) a number of shares of CBOE Common Stock equal to the sum of (a)0.3201 and (b) the quotient obtained by dividing $10 by the Closing VWAP (the "Exchange Ratio").
- F2Includes: 5,450 shares of restricted Common Stock that are scheduled to vest 12/1/2017; 10,946 shares of restricted Common Stock that are scheduled to vest 12/1/2018; 15,930 shares of restricted Common Stock that are scheduled to vest 12/1/2019; 7,066 shares of restricted Common Stock that are scheduled to vest 12/15/2019; 78,827 shares of restricted Common Stock that are scheduled to vest 1/13/2020.
- F3Pursuant to the Merger Agreement, at the Effective Time, each outstanding award of restricted Common Stock held by the Reporting Person will be cancelled and converted into an award of restricted shares of CBOE Common Stock, subject to the same terms and conditions that applied to the applicable restricted Common Stock award immediately prior to the Effective Time (but taking into account any changes, including any acceleration of vesting of such shares of restricted Common Stock, occurring by reason provided for in the Merger Agreement). The number of shares of CBOE Common Stock subject to each such award shall be equal to the number of shares of Common Stock subject to the corresponding restricted Common Stock award multiplied by the Exchange Ratio.