SEC Form 4 · accession 0001104659-15-009045
ORBITAL SCIENCES CORP /DE/ · ORB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W Thompson
Officer — Chairman, President and CEO · Director
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 Stock | Jan 7, 2014 | G | 2,000 | $0.00 | D | 223,511 | D | |
| Common Stock | Feb 19, 2014 | G | 750 | $0.00 | D | 222,761 | D | |
| Common Stock | Feb 26, 2014 | G | 500 | $0.00 | D | 222,261 | D | |
| Common Stock | Mar 19, 2014 | G | 500 | $0.00 | D | 221,761 | D | |
| Common Stock | Jun 9, 2014 | G | 500 | $0.00 | D | 221,261 | D | |
| Common Stock | Jun 23, 2014 | G | 1,000 | $0.00 | D | 220,261 | D | |
| Common Stock | Aug 14, 2014 | G | 1,000 | $0.00 | D | 219,261 | D | |
| Common Stock | Sep 2, 2014 | G | 1,000 | $0.00 | D | 218,261 | D | |
| Common Stock | Sep 24, 2014 | G | 500 | $0.00 | D | 217,761 | D | |
| Common Stock | Jan 26, 2015 | G | 1,000 | $0.00 | D | 216,761 | D | |
| Common StockF1,F2 | Feb 9, 2015 | A | 30,000 | $0.00 | A | 246,761 | D | |
| Common StockF3 | Feb 9, 2015 | D | 246,761 | — | D | 0 | D | |
| Common StockF4 | Feb 9, 2015 | D | 22,600 | — | D | 0 | I | By Spouse |
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 118,481 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 128,280 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 53,197 shares of Orbital ATK common stock and 57,597 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.
- F4Represents 22,600 shares of common stock disposed of pursuant to 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 of Orbital ATK common stock, resulting in 10,147 shares of Orbital ATK common stock at a market value of $63.94 based on the opening price per share of Orbital ATK common stock on the first day of trading following the Merger.