SEC Form 4 · accession 0001104659-15-009040
ORBITAL SCIENCES CORP /DE/ · ORB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael E. Larkin
Officer — Executive Vice President
Period of report
Feb 9, 2015
Accepted (ET)
Feb 11, 2015 · 9:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000820736
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 9, 2015 | A | 10,000 | $0.00 | A | 106,364 | D | |
| Common StockF3 | Feb 9, 2015 | D | 106,364 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Grant of Restricted Stock Units under the issuer's Amended and Restated 2005 Stock Incentive Plan that vest one-half the day after the closing of the Merger (as defined in the Transaction Agreement) and one-half one year thereafter.
- F2The reporting person received the Restricted Stock Units in connection with his employment for no monetary consideration.
- F3Represents 46,389 shares of common stock disposed of pursuant to the Transaction Agreement among Alliant Techsystems, Inc. (renamed Orbital ATK, Inc.) ("Orbital ATK"), Vista Merger Sub Inc., Vista Outdoor Inc. (formerly known as Vista SpinCo Inc.) and Orbital Sciences Corporation ("Orbital") (the "Transaction Agreement"), pursuant to which each share of Orbital common stock was converted into 0.449 shares of Orbital ATK common stock and cash payable in lieu of fractional shares and 59,975 Restricted Stock Units disposed of pursuant to the Transaction Agreement whereby each Restricted Stock Unit of Orbital was converted into 0.449 Restricted Stock Units of Orbital ATK with the same vesting schedule, resulting in 20,828 shares of Orbital ATK common stock and 26,928 Restricted Stock Units of Orbital ATK, each at a market value of $63.94 based on the opening price per share of Orbital ATK common stock on the first trading day following the Merger.