SEC Form 4 · accession 0000886035-18-000047
GENERAL CABLE CORP /DE/ · BGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael T McDonnell
Officer — President and CEO · Director
Period of report
Jun 6, 2018
Accepted (ET)
Jun 6, 2018 · 12:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000886035
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 6, 2018 | D | 377,604 | $30.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitF2 | $0.00 | Jun 6, 2018 | D | 232,887 | D | — | — | Common Stock | 232,887 | 0 | D |
| Performance Stock UnitF3 | $0.00 | Jun 6, 2018 | D | 115,729 | D | — | — | Common Stock | 115,729 | 0 | D |
| Employee Stock Option (right to buy)F4 | $19.65 | Jun 6, 2018 | D | 352,087 | D | — | Jul 1, 2025 | Common Stock | 352,087 | 0 | D |
| Employee Stock Option (right to buy)F5 | $16.80 | Jun 6, 2018 | D | 94,580 | D | — | Feb 10, 2027 | Common Stock | 94,580 | 0 | D |
Explanation of responses
- F1Pursuant to the merger agreement by and among Prysmian S.p.A., Alisea Corp., and General Cable, dated as of December 3, 2017, ("Merger Agreement"): (i) 267,465 shares of common stock were cancelled and converted into the right to receive $30.00 per share in cash without interest, and (ii) 110,139 restricted stock units ("RSUs") were each cancelled and converted into an award (a "Converted RSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such RSU multiplied by $30.00. Each Converted RSU is subject to the same terms and conditions that were applicable to such RSU immediately prior to the effective time, provided that the Converted RSU will vest on the earlier of (A) the originally scheduled vesting date and (B) the date that is six months after the completion of the merger, subject to continued service through such time (or upon such officer's earlier qualifying termination of employment).
- F2This performance stock unit ("PSU") was granted on February 11, 2016 with a three-year performance period commencing as of January 1, 2016. Pursuant to the Merger Agreement, each outstanding PSU granted in 2016 was cancelled and converted into an award (a "2016 Converted PSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such PSU (based on actual performance) multiplied by $30.00. Each 2016 Converted PSU is subject to the same terms and conditions that were applicable to such PSU immediately prior to the effective time of the merger, provided that the performance-vesting conditions no longer apply.
- F3This PSU was granted on February 22, 2017 with a three-year performance period commencing as of January 1, 2017. Pursuant to the Merger Agreement, each outstanding PSU granted in 2017 was cancelled and converted into an award (a "2017 Converted PSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such PSU (based on target performance) multiplied by $30.00. Each 2017 Converted PSU is subject to the same terms and conditions that were applicable to such PSU immediately prior to the effective time of the merger, provided that the performance-vesting conditions no longer apply.
- F4This option, which was granted on July 1, 2015, provided for vesting in three equal annual installments beginning on July 1, 2016. Pursuant to the Merger Agreement, each outstanding stock option was cancelled and converted into the right to receive (without interest) an amount in cash equal to the excess of $30.00 over the exercise price per share of common stock subject to such stock option.
- F5This option, which was granted on February 10, 2017, provided for vesting in three equal annual installments beginning on February 10, 2018. Pursuant to the Merger Agreement, each outstanding stock option was cancelled and converted into the right to receive (without interest) an amount in cash equal to the excess of $30.00 over the exercise price per share of common stock subject to such stock option.