SEC Form 4 · accession 0000886035-18-000049

· BGC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Emerson C Moser

Officer — SVP, General Counsel & Sec.

Period of report

Jun 6, 2018

Accepted (ET)

Jun 6, 2018 · 12:50 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 Stock^F1	Jun 6, 2018	D	71,534	$30.00	D	0	D
Common Stock^F2	Jun 6, 2018	D	2,157	$30.00	D	0	I	By 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Stock Unit^F3	$0.00	Jun 6, 2018	D	34,504	D	—	—	Common Stock	34,504	D
Performance Stock Unit^F4	$0.00	Jun 6, 2018	D	16,243	D	—	—	Common Stock	16,243	D
Employee Stock Option (right to buy)^F5	$16.80	Jun 6, 2018	D	13,274	D	—	Feb 10, 2027	Common Stock	13,274	D
Phantom Stock^F6	—	Jun 6, 2018	D	4	D	—	—	Common Stock	4	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) 47,865 shares of common stock were cancelled and converted into the right to receive $30.00 per share in cash without interest, and (ii) 23,669 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).
F2Pursuant to the Merger Agreement, each share of common stock was converted into the right to receive $30.00 in cash without interest.
F3This 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.
F4This 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.
F5This option, which was granted on February 10, 2017, provided for vesting in three equal annual installments beginning on February 18, 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.
F6Each share of phantom stock was the equivalent of one share of common stock. Pursuant to the Merger Agreement, each share of phantom stock was cancelled and converted into the right to receive $30.00 in cash without interest.