SEC Form 4 · accession 0000880804-15-000070
PREMIERE GLOBAL SERVICES, INC. · PGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Boland T Jones
Officer — Chief Executive Officer · Director
Period of report
Dec 8, 2015
Accepted (ET)
Dec 9, 2015 · 11:06 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000880804
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 8, 2015 | J | 1,035,715 | $14.00 | D | 0 | I | By Seven Gables Partnership, L.P. |
| Common Stock | Dec 8, 2015 | D | 1,909,204 | $14.00 | D | 0 | D | |
| Common Stock | Dec 8, 2015 | D | 590 | $14.00 | D | 0 | I | By Spouse |
| Common Stock | Dec 8, 2015 | D | 4,738 | $14.00 | D | 0 | I | By 401(k) Plan |
| Common Stock | Dec 8, 2015 | D | 55,427 | $14.00 | D | 0 | I | By 1996 GRAT |
| Common Stock | Dec 8, 2015 | D | 295,038 | $14.00 | D | 0 | I | By Seven Gables Partnership, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a rollover agreement by and between an affiliate of Parent (as defined in footnote (2) hereof) and the reporting person, Seven Gables Partnership, L.P. (the "(Partnership") contributed these shares in exchange for membership interests in an affiliate of Parent (the "Rollover"), effective as of the Effective Date (as defined in footnote (2) hereof). For purposes of the Rollover, the Partnership's shares were valued at $14.00 per share.
- F2Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 10, 2015, by and among Pangea Private Holdings, II, LLC, a Delaware limited liability company ("Parent"), Pangea Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Premiere Global Services, Inc. (the "Company"), on December 8, 2015 (the "Effective Date"), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
- F3Pursuant to the Merger Agreement, on the Effective Date, each outstanding share of the Company's common stock was converted into the right to receive a cash payment of $14.00 (the "Merger Consideration").
- F4Pursuant to the Merger Agreement, on the Effective Date, each share of the Company's common stock subject to time-based vesting restrictions that was outstanding immediately prior to the Effective Date became fully vested and nonforfeitable and was converted into the right to receive the Merger Consideration, less the amount of any required withholding tax.
- F5Pursuant to the Merger Agreement, on the Effective Date, each share of the Company's common stock subject to performance-based vesting restrictions that was outstanding immediately prior to the Effective Date became vested and nonforfeitable based upon (x) an assumed achievement of 100% of the performance goals, if the Effective Date occurred during the first half of the applicable performance period, or (y) the actual level of achievement of the performance goals, measured as of September 30, 2015, if the Effective Date occurred during the second half of the applicable performance period and such vested performance shares were converted into the right to receive the Merger Consideration, less the amount of any required withholding tax.
- F6The number of shares reported is based on a plan statement dated as of April 9, 2015.
- F7The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.