4//SEC Filing
NIEHAUS ROBERT P 4
Accession 0000035527-04-000103
CIK 0000035527other
Filed
Aug 5, 8:00 PM ET
Accepted
Aug 6, 4:30 PM ET
Size
8.9 KB
Accession
0000035527-04-000103
Insider Transaction Report
Form 4
NIEHAUS ROBERT P
Executive Vice President
Transactions
- Other
Contract
2004-08-04+1→ 1 total(indirect: by LP)→ Common Stock (150,000 underlying)
Footnotes (4)
- [F1]On August 4, 2004 (the "Trade Date"), the reporting person, through a family limited partnership (the "LP") of which he and his spouse are the only partners, entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 150,000 shares of Common Stock. Under the VPF Agreement, the LP has agreed to sell the shares in accordance with footnotes 2 and 3 below. The transaction will be settled in two equal tranches on August 6, 2007 with respect to tranche 1 and February 18, 2008 with respect to tranche 2 (the number of shares of Common Stock with respect to which each settlement relates being the "Base Amount" for that tranche). The LP will receive a prepayment from the Buyer in the amount of $5,814,052.50 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning, charitable contribution, and estate planning purposes.
- [F2]On each settlement date, the LP, unless it has elected cash settlement as described in the following sentence, will deliver to an affiliate of Buyer a number of shares of Common Stock equal to the product of (A) the Base Amount for such tranche and (B) the Settlement Ratio for such tranche, rounded down to the nearest whole number, and cash in an amount equal to the value of any fractional share not delivered as a result of such rounding. In lieu of delivering shares, the LP may elect cash settlement for any tranche. The Settlement Ratio for each tranche is determined as outlined in footnote 3 below.
- [F3]If the "Settlement Price" (a market-based price for each tranche as determined under the terms of the VPF Agreement) is less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less the Hedged Value, the Settlement Ratio shall be one (1). Each tranche has an Upside Limit of $63.1963 and a Hedged Value of $48.6125.
- [F4]A family limited partnership of which the reporting person and his spouse are the only partners.
Documents
Issuer
FIFTH THIRD BANCORP
CIK 0000035527
Entity typeother
Related Parties
1- filerCIK 0001195808
Filing Metadata
- Form type
- 4
- Filed
- Aug 5, 8:00 PM ET
- Accepted
- Aug 6, 4:30 PM ET
- Size
- 8.9 KB