4//SEC Filing
GORMAN DANIEL L 4
Accession 0001209191-05-033073
CIK 0001118148other
Filed
Jun 21, 8:00 PM ET
Accepted
Jun 22, 3:12 PM ET
Size
12.4 KB
Accession
0001209191-05-033073
Insider Transaction Report
Form 4
GORMAN DANIEL L
Director
Transactions
- Other
Forward contract (right/obligation to sell)
2005-06-20+1→ 1 total→ Common Stock
Footnotes (5)
- [F1]On June 20, 2005, Daniel L. Gorman entered into a pre-paid variable forward sale contract ("Contract") with Bear Stearns & Co., Inc. ("Bear"). Pursuant to the Contract, Mr. Gorman has pledged 55,000 shares of Common Stock of American Physicians Capital, Inc. to secure his obligation to deliver a maximum of 55,000 shares of Common Stock (or the cash equivalent) on June 20, 2008 (the "Settlement Date").
- [F2]Prior to the Settlement Date, Mr. Gorman may not retain voting control over all of the 55,000 shares subject to the Contract and will be required to pay any dividends received on such shares prior to the Settlement Date to Bear. In exchange for the Contract, Mr. Gorman will receive on or about June 24, 2005 $1,572,650, representing 79.75% of the value of 55,000 shares of Common Stock on June 20, 2005. Mr. Gorman may settle this Contract by a cash payment to Bear or by the delivery of shares in June 2008. The actual cash amount or number of shares that Mr. Gorman is obligated to deliver in 2008 varies based on the price of the Common Stock on the Settlement Date (the "Settlement Price" as set forth in footnotes (3), (4) and (5). In each case, the number of shares of Common Stock to be delivered by Mr. Gorman is subject to adjustment in the case of certain extraordinary events.
- [F3]If the Settlement Price is greater than or equal to the $50.1957 per share (the "Cap Price"), Mr. Gorman is obligated to deliver a number of shares (or the cash equivalent) equal to the product of (a) 55,000 and (b) the ratio that is obtained by dividing the sum of (x) $35.8541 per share (the "Floor Price") and (y) the difference between the Settlement Price and the Cap Price, by the Settlement Price.
- [F4]If the Settlement Price is less than the Cap Price and greater than the Floor Price, Mr. Gorman is obligated to deliver a number of shares (or the cash equivalent) equal to the product of (a) 55,000 and (b) the ratio that is obtained by dividing the Floor Price by the Settlement Price.
- [F5]If the Settlement Price is less than or equal to the Floor Price, Mr. Gorman is obligated to deliver 55,000 shares (or the cash equivalent).
Issuer
AMERICAN PHYSICIANS CAPITAL INC
CIK 0001118148
Entity typeother
Related Parties
1- filerCIK 0001285000
Filing Metadata
- Form type
- 4
- Filed
- Jun 21, 8:00 PM ET
- Accepted
- Jun 22, 3:12 PM ET
- Size
- 12.4 KB