Earl Nicholas 4/A

Accession 0000899243-21-018385

CIK 0001366246other

View on SEC.gov Company Profile

Filed

May 4, 8:00 PM ET

Accepted

May 5, 5:10 PM ET

Size

49.1 KB

Accession

0000899243-21-018385

Insider Transaction Report

Form 4/AAmended

Period: 2021-04-29

GLU MOBILE INCGLUU

Earl Nicholas

President of Global Studios

Transactions

Disposition to Issuer
Performance Stock Units
2021-04-29−439,455→ 0 total
Exercise: $0.00Exp: 2030-11-23→ Common Stock (292,970 underlying)
Disposition to Issuer
Performance Stock Options
2021-04-29−155,620→ 0 total
Exercise: $3.63Exp: 2028-01-02→ Common Stock (155,620 underlying)
Disposition to Issuer
Common Stock
2021-04-29−828,677→ 0 total
Disposition to Issuer
Performance Stock Units
2021-04-29−369,099→ 0 total
Exercise: $0.00Exp: 2029-12-17→ Common Stock (246,066 underlying)
Disposition to Issuer
Performance Stock Options
2021-04-29−269,666→ 0 total
Exercise: $6.42Exp: 2028-10-25→ Common Stock (269,666 underlying)
Disposition to Issuer
Performance Stock Options
2021-04-29−155,621→ 0 total
Exercise: $3.63Exp: 2028-01-02→ Common Stock (155,621 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-04-29−650,000→ 0 total
Exercise: $2.10Exp: 2026-11-14→ Common Stock (650,000 underlying)
Disposition to Issuer
Restricted Stock Units
2021-04-29−261,446→ 0 total
Exercise: $0.00→ Common Stock (261,446 underlying)
Disposition to Issuer
Restricted Stock Units
2021-04-29−292,970→ 0 total
Exercise: $0.00→ Common Stock (292,970 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-04-29−566,277→ 0 total
Exercise: $3.63Exp: 2028-01-02→ Common Stock (566,277 underlying)
Disposition to Issuer
Performance Stock Options
2021-04-29−650,000→ 0 total
Exercise: $3.59Exp: 2027-10-10→ Common Stock (650,000 underlying)
Disposition to Issuer
Performance Stock Options
2021-04-29−120,963→ 0 total
Exercise: $3.63Exp: 2028-01-02→ Common Stock (120,963 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-04-29−359,000→ 0 total
Exercise: $6.42Exp: 2028-10-25→ Common Stock (359,000 underlying)
Disposition to Issuer
Performance Stock Units
2021-04-29−123,700→ 0 total
Exercise: $0.00Exp: 2030-11-23→ Common Stock (61,850 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-04-29−300,000→ 0 total
Exercise: $2.92Exp: 2025-12-09→ Common Stock (300,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-04-29−850,000→ 0 total
Exercise: $2.13Exp: 2026-10-11→ Common Stock (850,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-04-29−850,000→ 0 total
Exercise: $2.00Exp: 2027-01-03→ Common Stock (850,000 underlying)
Disposition to Issuer
Performance Stock Options
2021-04-29−269,668→ 0 total
Exercise: $6.42Exp: 2028-10-25→ Common Stock (179,778 underlying)

Footnotes (14)

[F1]Includes 3,053 shares of Common Stock acquired under the issuer's employee stock purchase plan on February 21, 2021.
[F10]Each performance stock unit ("PSU") represents a contingent right to receive 1 Share upon settlement for no consideration.
[F11]Pursuant to the Merger Agreement, the PSUs, for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to an RSU with a time-based vesting schedule that corresponds to each performance period. To the extent vested, the PSUs were cancelled and automatically converted into the right to receive an amount in cash equal to the product of the aggregate number of Shares subject to such PSU multiplied by the Per Share Merger Consideration, without interest and subject to any required withholding of taxes.
[F12](Continued from Footnote 11) To the extent unvested, the PSUs were assumed by Electronic Arts and converted automatically into a corresponding RSU of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time, including all vesting and applicable vesting acceleration provisions, except that (i) the number of shares of common stock of Electronic Arts that will be subject to each such unvested RSU shall be determined by multiplying the number of Shares subject to such unvested PSU by the Exchange Ratio and (ii) as noted in the first sentence of this footnote, any performance period that has not been completed as of the Effective Time, was deemed achieved at "target."
[F13]Pursuant to the Merger Agreement, the performance stock options ("PSO"), for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to a stock option with a time-based vesting schedule that corresponds to each performance period. The vested PSOs as of the Effective Time were cancelled and automatically converted into the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such vested option (as converted as described in the preceding sentence) multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of such vested Glu Option, without interest and subject to any required withholding of Taxes.
[F14]The option is fully vested and exercisable.
[F2]On February 8, 2021, the Issuer entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Electronic Arts Inc. ("Electronic Arts"), a Delaware corporation, and Giants Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Electronic Arts, and the Issuer. Upon the closing (the "Closing") of the transactions (the "Merger") contemplated by the Merger Agreement on April 29, 2021, each share of the Issuer's common stock (a "Share") was cancelled and converted into the right to receive an amount in cash, without interest, equal to $12.50 (the "Per Share Merger Consideration").
[F3]Each restricted stock unit ("RSU") represents a contingent right to receive 1 Share upon settlement for no consideration.
[F4]25% of the total number of Shares subject to the RSU vested on December 17, 2020, 4.166% vested on February 15, 2021, an additional 6.25% of the underlying shares will vest in each of the following 11 quarters on the same day of each third month (e.g., the first such quarterly vesting date will be May 15, 2021, the next quarterly vesting date will be August 15, 2021, etc.), with the final 2.0833% of the underlying shares vesting on February 15, 2024; provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The Nasdaq Stock Market, then the RSU will vest on the next trading day.
[F5]Pursuant to the Merger Agreement, the unvested RSUs held by a continuing employee were assumed by Electronic Arts and converted automatically into a corresponding RSU of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time (as defined in the Merger Agreement), including all vesting and applicable vesting acceleration provisions, except that the number of shares of common stock of Electronic Arts that will be subject to each such unvested Issuer RSU shall be determined by multiplying the number of Shares subject to such unvested Issuer RSU by the Exchange Ratio (as defined in the Merger Agreement).
[F6]The RSU vests as to 25% of the total number of Shares subject to the RSU on November 23, 2021 (the "RSU First Vesting Date"), with the remaining 75% of the underlying Shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date is February 15, 2022, the next quarterly vesting date is May 15, 2022, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The Nasdaq Stock Market, then the RSU will vest on the next trading day.
[F7]25% of the option vested on January 1, 2019, 25% of the option vested on January 1, 2020, 25% of the option vested on January 1, 2021, and remaining shares vest and become exercisable in equal monthly installments thereafter.
[F8]Pursuant to the Merger Agreement, to the extent vested, the option automatically converted into the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such option multiplied by (y) the excess of the Per Share Merger Consideration over the applicable per share exercise price of such option, without interest and subject to any required withholding of taxes. To the extent unvested, the option was assumed by Electronic Arts and converted automatically by multiplying the number of shares subject to the option by the Exchange Ratio, rounded down to the nearest whole share, and the applicable per share exercise price of the option being divided by the Exchange Ratio, rounded up to the nearest whole cent, resulting in a corresponding option denominated in shares of common stock of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time.
[F9]25% of the option vested on October 25, 2019, 25% of the option vested on October 25, 2020, and the remaining shares vest and become exercisable in equal monthly installments thereafter for a period of two years.

Documents

1 file

4
doc4a.xml
FORM 4/A SUBMISSION

Issuer

GLU MOBILE INC

CIK 0001366246

→

Entity typeother

Related Parties

filerCIK 0001660014

Filing Metadata

Form type: 4/A
Filed: May 4, 8:00 PM ET
Accepted: May 5, 5:10 PM ET
Size: 49.1 KB

View on SEC.gov