4//SEC Filing
Talen Energy Corp 4
Accession 0001209191-16-153603
$TLNCIK 0001622536operating
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 2:52 PM ET
Size
13.4 KB
Accession
0001209191-16-153603
Insider Transaction Report
Form 4
FARR PAUL A
DirectorExecutive Vice President
Transactions
- Disposition to Issuer
Common Stock
2016-12-06−1→ 0 total(indirect: See Footnote) - Gift
Common Stock
2016-12-02−20,000→ 375,144 total - Disposition to Issuer
Common Stock
2016-12-06−375,144→ 0 total - Disposition to Issuer
Employee Stock Options (Right to Buy)
2016-12-06−477,262→ 0 totalExercise: $19.00→ Common Stock (477,262 underlying)
Footnotes (7)
- [F1]Bona fide gift of shares of Common Stock with no payment of consideration.
- [F2]Includes shares of Common Stock held by the Reporting Person and awards of restricted stock units previously made.
- [F3]On December 6, 2016, pursuant to the Agreement and Plan of Merger dated as of June 2, 2016 (the "Merger Agreement"), by and among Talen Energy Corporation (the "Company"), RPH Parent LLC, SPH Parent LLC, CRJ Parent LLC and RJS Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation on the terms and conditions set forth in the Merger Agreement (the "Merger").
- [F4]Pursuant to the Merger Agreement, each share of Company common stock outstanding as of immediately prior to the effective time of the Merger (the "Effective Time"), was, at the Effective Time, automatically converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration").
- [F5]Pursuant to the Merger Agreement, all restricted stock units and performance units outstanding as of June 2, 2016 and immediately prior to the Effective Time, other than performance units held by Messrs. Farr, McGuire, Hopf and Rausch (the "Senior Executives"), were canceled and terminated in exchange for an amount in cash, based on the number of shares of Company common stock subject to the award and the Merger Consideration. A pro-rata portion of performance units held by the Senior Executives were canceled and terminated in exchange for an amount in cash, based on the number of shares of Company common stock subject to the award and the Merger Consideration. In addition, the remaining shares subject to the Senior Executives' performance unit awards (assuming target achievement of the applicable performance goals) were converted into cash-based retention awards.
- [F6]Reflects a share of common stock owned by the Reporting Person's daughter in a custodial account.
- [F7]Pursuant to the Merger Agreement, each Company stock option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) was canceled and terminated at the Effective Time in exchange for an amount in cash, without interest and less applicable withholding taxes, equal to the product of (i) the total number of shares of Company common stock subject to the option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Company common stock under such option, except that if the exercise price per share of Company common stock under any such option was equal to or greater than the Merger Consideration, the option was cancelled for no consideration.
Documents
Issuer
Talen Energy Corp
CIK 0001622536
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001622536
Filing Metadata
- Form type
- 4
- Filed
- Dec 5, 7:00 PM ET
- Accepted
- Dec 6, 2:52 PM ET
- Size
- 13.4 KB