SEC Form 4 · accession 0000032689-17-000017
EMPIRE DISTRICT ELECTRIC CO · EDE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Blake A Mertens
Officer — Vice President
Period of report
Jan 3, 2017
Accepted (ET)
Jan 4, 2017 · 5:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000032689
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 3, 2017 | D | 4,073 | $34.00 | D | 0 | D | |
| Common StockF1 | Jan 3, 2017 | D | 2,315 | $34.00 | D | 0 | I | By Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Jan 3, 2017 | D | 6,851 | D | — | — | Common Stock | 6,851 | 0 | D |
Explanation of responses
- F1Reflects the disposition of shares and restricted stock pursuant to the Agreement and Plan of Merger by and among The Empire District Electric Company (Empire), Liberty Utilities (Central) Co., and Liberty Sub Corp. (the "Merger Agreement"). Pursuant to the Merger Agreement, as of the effective date of the merger (January 1, 2017), the outstanding shares of Empire common stock were cancelled and converted automatically into the right to receive an amount in cash (without interest) equal to $34.00 per share (the "Per-Share Merger Consideration").
- F2Reflects the disposition of restricted stock units pursuant to the Agreement and Plan of Merger by and among The Empire District Electric Company (Empire), Liberty Utilities (Central) Co., and Liberty Sub Corp. (the "Merger Agreement"). Pursuant to the Merger Agreement, as of the effective date of the merger (January 1, 2017), the outstanding restricted stock units were cancelled and converted automatically into the right to receive a pro-rated lump-sum cash payment (without interest) based upon the Per-Share Merger Consideration. Pursuant to the Merger Agreement, with respect to outstanding performance-based awards, any performance goals were deemed achieved at the taret performance level and were converted automatically into the right to receive a lump-sum payment (without interest) based upon the Per-Share Merger Consideration.