SEC Form 4 · accession 0000899243-15-009082
PLANAR SYSTEMS INC · PLNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen M Going
Officer — VP, GENERAL COUNSEL, SECRETARY
Period of report
Nov 27, 2015
Accepted (ET)
Dec 1, 2015 · 6:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000722392
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 27, 2015 | D | 260,277 | $6.58 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Nov 27, 2015 | A | 118,330 | A | — | — | Common Stock | 118,330 | 118,330 | D |
| Restricted Stock UnitsF3,F2 | — | Nov 27, 2015 | D | 118,330 | D | — | — | Common Stock | 118,330 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of August 12, 2015, by and among the issuer, Leyard American Corporation ("Leyard"), Leopard Acquisition Corporation, a wholly-owned subsidiary of Leyard, and Leyard Optoelectronic Co., Ltd., pursuant to which the outstanding shares of the issuer's common stock were converted into the right to receive $6.58 per share in cash, without interest.
- F2Represents performance-based restricted stock units ("RSUs") that, pursuant to the Merger Agreement, became fully vested and for which the performance-based vesting conditions were eliminated as of November 27, 2015, the effective date of the merger. Each RSU represents the contingent right to receive one share of the issuer's common stock.
- F3Pursuant to the Merger Agreement, the RSUs were cancelled in exchange for the right to receive the merger consideration of $6.58 per share, without interest.