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4//SEC Filing

S1 CORP /DE/ 4

Accession 0001123292-12-000288

CIK 0001063254operating
View on SEC.govCompany Profile

Filed

Feb 13, 7:00 PM ET

Accepted

Feb 14, 6:01 PM ET

Size

30.1 KB

Accession

0001123292-12-000288

Insider Transaction Report

Form 4
Period: 2012-02-10
S1 CORP /DE/SONE
SPIEGEL JOHN W
Director
Transactions
  • Disposition from Tender

    Common Stock

    2012-02-10−42,040→ 4,500 total
  • Disposition to Issuer

    Common Stock

    2012-02-13−4,500→ 0 total
  • Exercise/Conversion

    Common Stock

    2012-02-13+56,563→ 56,563 total
  • Disposition to Issuer

    Common Stock

    2012-02-13−56,563→ 0 total
  • Exercise/Conversion

    Phantom Stock

    2012-02-13−56,563→ 0 total
    → Common Stock (56,563 underlying)
  • Disposition to Issuer

    Director Stock Option (Right to Buy)

    2012-02-13$6.13/sh−30,000$183,840→ 0 total
    Exercise: $4.15From: 2006-11-08Exp: 2015-11-08→ Common Stock (30,000 underlying)
  • Disposition to Issuer

    Director Stock Option (Right to Buy)

    2012-02-13$5.42/sh−15,000$81,270→ 0 total
    Exercise: $4.86From: 2007-11-01Exp: 2016-11-01→ Common Stock (15,000 underlying)
  • Disposition to Issuer

    Director Stock Option (Right to Buy)

    2012-02-13$4.23/sh−10,000$42,280→ 0 total
    Exercise: $6.05Exp: 2020-06-05→ Common Stock (10,000 underlying)
  • Disposition to Issuer

    Director Stock Option (Right to Buy)

    2012-02-13$3.90/sh−16,000$62,368→ 0 total
    Exercise: $6.38Exp: 2018-05-28→ Common Stock (16,000 underlying)
  • Disposition to Issuer

    Director Stock Option (Right to Buy)

    2012-02-13$3.16/sh−10,000$31,580→ 0 total
    Exercise: $7.12Exp: 2019-06-11→ Common Stock (10,000 underlying)
  • Disposition to Issuer

    Director Stock Option (Right to Buy)

    2012-02-13$2.73/sh−25,000$68,200→ 0 total
    Exercise: $7.55From: 2005-09-28Exp: 2014-09-28→ Common Stock (25,000 underlying)
  • Disposition to Issuer

    Director Stock Option (Right to Buy)

    2012-02-13$2.27/sh−15,000$34,020→ 0 total
    Exercise: $8.01From: 2008-05-25Exp: 2017-05-25→ Common Stock (15,000 underlying)
Footnotes (10)
  • [F1]Disposed of pursuant to the terms of the Transaction Agreement, dated as of October 3, 2011 (the "Transaction Agreement"), by and among S1 Corporation, ACI Worldwide, Inc. and Antelope Investment Co. LLC in exchange for (i) $10.00 in cash or (ii) 0.3148 of a share of ACI Worldwide, Inc. common stock, subject to proration, per share. Mr. Spiegel elected to tender all of his shares of S1 Corporation common stock for $10.00 per share, in cash.
  • [F10]This option was cancelled in the merger in exchange for a cash payment of $34,020, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
  • [F2]Disposed of pursuant to the terms of the Transaction Agreement in exchange for 1,345 shares of ACI Worldwide, Inc. common stock having a market value of $35.47 per share on the trading day immediately prior to the effective time of the merger.
  • [F3]Each share of phantom stock was the economic equivalent of one share of common stock. Pursuant to the terms of the Transaction Agreement, each share of phantom stock was entitled to receive $6.62 in cash and 0.1064 of a share of ACI Worldwide, Inc. common stock, for a total market value of $10.278 per share as of the effective time of the merger.
  • [F4]This option was cancelled in the merger in exchange for a cash payment of $183,840, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
  • [F5]This option was cancelled in the merger in exchange for a cash payment of $81,270, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
  • [F6]This option, which previously vested in four equal installments ending on April 1, 2011, was cancelled in the merger in exchange for a cash payment of $42,280, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
  • [F7]This option, which previously vested in four equal installments ending on January 1, 2009, was cancelled in the merger in exchange for a cash payment of $62,368, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
  • [F8]This option, which previously vested in four equal installments ending on April 1, 2010, was cancelled in the merger in exchange for a cash payment of $31,580, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.
  • [F9]This option was cancelled in the merger in exchange for a cash payment of $68,200, representing the difference between the exercise price of the option and $10.278, which represents the Blended Value (as defined in the Transaction Agreement) of the merger consideration as of the effective time of the merger.

Documents

1 file

Issuer

S1 CORP /DE/

CIK 0001063254

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001063254

Filing Metadata

Form type
4
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 6:01 PM ET
Size
30.1 KB
View on SEC.gov