4//SEC Filing
Goodwin Gary R 4
Accession 0000899243-17-029428
CIK 0001053650other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 6:27 PM ET
Size
10.7 KB
Accession
0000899243-17-029428
Insider Transaction Report
Form 4
Goodwin Gary R
Director
Transactions
- Disposition to Issuer
Common Stock
2017-12-19$22.00/sh−17,703$389,466→ 0 total - Disposition to Issuer
Stock Options (right to buy)
2017-12-19$15.47/sh−10,000$154,700→ 0 totalExercise: $6.53Exp: 2022-06-21→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Options (right to buy)
2017-12-19$8.59/sh−10,000$85,900→ 0 totalExercise: $13.41Exp: 2021-06-15→ Common Stock (10,000 underlying)
Footnotes (3)
- [F1]Includes shares of common stock (the "Common Stock") of Omega Protein Corporation (the "Company") held by the Reporting Person and awards of shares of restricted Common Stock previously granted, 3,374 shares of which vested immediately prior to the Effective Time (as defined below).
- [F2]On December 19, 2017, pursuant to the Agreement and Plan of Merger dated as of October 5, 2017 (the "Merger Agreement"), by and among the Company, Cooke Inc. ("Cooke") and Alpha MergerSub, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger") with the Company continuing as the surviving entity and a wholly-owned indirect subsidiary of Cooke. Pursuant to the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically cancelled and converted into the right to the receive $22.00 in cash (the "Merger Consideration"), less any required tax withholding.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option of the Company, whether or not exercisable, was converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration payable in respect of a share of Common Stock over the applicable per share exercise price of such option, less any required tax withholding. Upon delivery to the Company by the Reporting Person of an Option Surrender Agreement, each outstanding stock option of the Company held by the Reporting Person was surrendered and canceled.
Documents
Issuer
OMEGA PROTEIN CORP
CIK 0001053650
Entity typeother
Related Parties
1- filerCIK 0001382508
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 6:27 PM ET
- Size
- 10.7 KB