SEC Form 4 · accession 0000899243-17-000359

AMERICAN CAPITAL, LTD · ACAS

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

Reporting owner

Director

Period of report

Jan 3, 2017

Accepted (ET)

Jan 4, 2017 · 8:13 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	930,762	—	D	0	D
Common Stock^F1	Jan 3, 2017	D	12,747	—	D	0	I	Held by spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options^F2	$3.23	Jan 3, 2017	D	93,750	D	May 19, 2009	May 19, 2018	Common Stock	93,750	D
Options^F2	$6.15	Jan 3, 2017	D	93,750	D	Jun 11, 2010	Jun 11, 2019	Common Stock	93,750	D
Options^F2	$8.69	Jan 3, 2017	D	156,250	D	Sep 15, 2011	Sep 15, 2020	Common Stock	156,250	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").
F2Pursuant 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).