SEC Form 4 · accession 0001179110-17-003557

Bats Global Markets, Inc. · BATS

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

Reporting owner

Mark S Hemsley

Officer — EVP, CEO of Bats Europe

Period of report

Feb 28, 2017

Accepted (ET)

Mar 2, 2017 · 10:18 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 Stock^F1,F2,F3	Feb 28, 2017	D	285,902	—	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 Option (Right to Buy)^F4,F5	$9.83	Feb 28, 2017	D	31,535	D	—	Jan 31, 2020	Common Stock	31,535	0	D

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)0.0.3201 and (b) the quotient obtained by dividing $10 by the Closing VWAP (the "Exchange Ratio").
F2Includes: 16,015 shares of restricted Common Stock that are scheduled to vest 12/1/2017, 31,236 shares of restricted Common Stock that are scheduled to vest 12/1/2018, 38,833 shares of restricted Common Stock that are scheduled to vest 12/1/2019; 13,326 shares of restricted Common Stock that are scheduled to vest 12/15/2019; 59,805 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.
F4Pursuant to the Merger Agreement, at the Effective Time, each outstanding unexercised option to purchase Common Stock, whether vested or unvested ("Bats Stock Options"), will be converted into an option to purchase CBOE Common Stock, with the same terms and conditions (including vesting schedule) as were applicable to such Bats Stock Option (taking into account any acceleration of vesting due to the transactions contemplated by the Merger Agreement). The number of shares of CBOE Common Stock subject to each converted option will be equal to the number of shares of Common Stock subject to the corresponding Bats Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio (subject to certain adjustments and rounding), and the exercise price of such option to purchase CBOE Common Stock will be equal to the per share exercise price under the corresponding Bats Stock Option divided by the Exchange Ratio (subject to certain adjustments and rounding).
F5The stock options were granted on 2/1/2010 and are fully vested.