SEC Form 4 · accession 0000899243-17-000352

AMERICAN CAPITAL, LTD · ACAS

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

Reporting owner

Officer — President, Private Finance

Period of report

Jan 3, 2017

Accepted (ET)

Jan 4, 2017 · 8:08 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000817473

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 3, 2017	D	60,417	—	D	0	D
Common Stock^F1	Jan 3, 2017	D	6,878	—	D	0	I	ESOP/401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options^F3,F2	$16.71	Jan 3, 2017	D	42,891	D	Jul 24, 2009	Jul 24, 2018	Common Stock	42,891	D
Options^F3,F2	$4.81	Jan 3, 2017	D	11,951	D	Jan 7, 2010	Jan 7, 2019	Common Stock	11,951	D
Options^F3,F2	$16.71	Jan 3, 2017	D	171,564	D	Jul 24, 2009	Jul 24, 2018	Common Stock	171,564	D
Options^F3,F2	$4.81	Jan 3, 2017	D	224,775	D	Jan 7, 2010	Jan 7, 2019	Common Stock	224,775	D
Options^F3	$6.45	Jan 3, 2017	D	81,778	D	Apr 29, 2011	Apr 29, 2020	Common Stock	81,778	D
Options^F3	$5.19	Jan 3, 2017	D	354,700	D	Jul 22, 2011	Jul 22, 2020	Common Stock	354,700	D
Options^F3	$6.51	Jan 3, 2017	D	354,700	D	Oct 21, 2011	Oct 21, 2020	Common Stock	354,700	D
Options^F3	$8.47	Jan 3, 2017	D	354,700	D	Feb 1, 2012	Feb 1, 2021	Common Stock	354,700	D
Options^F3	$10.19	Jan 3, 2017	D	354,700	D	Apr 27, 2012	Apr 28, 2021	Common Stock	354,700	D
Options^F3	$10.08	Jan 3, 2017	D	200,316	D	Jul 20, 2012	Jul 21, 2021	Common Stock	200,316	D
Options^F3	$6.77	Jan 3, 2017	D	200,316	D	Oct 19, 2012	Oct 20, 2021	Common Stock	200,316	D
Options^F3	$8.22	Jan 3, 2017	D	200,316	D	Jan 30, 2013	Jan 31, 2022	Common Stock	200,316	D
Options^F3	$9.64	Jan 3, 2017	D	177,019	D	Apr 27, 2013	Apr 28, 2022	Common Stock	177,019	D
Options^F3	$14.47	Jan 3, 2017	D	152,173	D	Apr 25, 2014	Apr 25, 2023	Common Stock	152,173	D

F1Pursuant to the Agreement and Plan of Merger, dated as of May 23, 2016 (the "Merger Agreement), by and among American Capital, Ltd. (the "Company"), Ares Capital Corporation ("Parent"), Orion Acqusition Sub, Inc., a direct wholly owned subsidiary of Parent ("Acquisition Sub"), and the other parties thereto, upon the effective time of the merger of Acquisition Sub with and into the Company (the "Company Merger"), each issued and outstanding share of the Company's common stock automatically converted into a right to receive $10.13 in cash and 0.483 of a share of Parent common stock (the "Merger Consideration").
F2Under terms of SEC order authorizing these options, one-third of these options vested on 10/08/2010, one-third vested on 06/11/2011 and one-third vested on 06/11/2012.
F3Pursuant to the Merger Agreement, upon the effective time of the Company Merger, each outstanding option was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price and any required withholdings applicable to such stock option (which exercise price and withholdings were first deducted from the cash portion of the Merger Consideration to reduce the cash delivered to the Reporting Person, and thereafter reduced the number of shares of Parent's common stock delivered to the Reporting Person).