SEC Form 4 · accession 0001104659-15-009050
ORBITAL SCIENCES CORP /DE/ · ORB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James G Roche
Director
Period of report
Feb 9, 2015
Accepted (ET)
Feb 11, 2015 · 9:25 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 | Feb 9, 2015 | D | 22,333 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Employee Director Stock Option (right to buy)F2 | $9.71 | Feb 9, 2015 | D | 5,000 | D | May 31, 2006 | May 31, 2015 | Common Stock | 5,000 | 0 | D |
| Non-Employee Director Stock Option (right to buy)F3 | $12.98 | Feb 9, 2015 | D | 5,000 | D | Jan 3, 2007 | Jan 3, 2016 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Represents 22,333 shares of common 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 of Orbital ATK common stock, resulting in 10,027 shares of Orbital ATK common stock at market value of $63.94 per share based on the opening price per share of Orbital ATK common stock on the first day of trading following the Merger (as defined in the Transaction Agreement).
- F2Pursuant to the Transaction Agreement, each outstanding Orbital option was converted into an option to purchase a number of shares of Orbital ATK common stock equal to the product of 0.449 multiplied by the number of shares of Orbital common stock that would have been acquired upon the exercise of such option prior to the effective time of the merger, with an exercise price equal to the exercise price for each share of Orbital common stock prior to the effective time divided by 0.449, resulting in options to purchase 2,245 shares of Orbital ATK common stock at an exercise price of $21.63 per share.
- F3Pursuant to the Transaction Agreement, each outstanding Orbital option was converted into an option to purchase a number of shares of Orbital ATK common stock equal to the product of 0.449 multiplied by the number of shares of Orbital common stock that would have been acquired upon the exercise of such option prior to the effective time of the merger, with an exercise price equal to the exercise price for each share of Orbital common stock prior to the effective time divided by 0.449, resulting in options to purchase 2,245 shares of Orbital ATK common stock at an exercise price of $28.91 per share