4//SEC Filing
Lough Emily 4
Accession 0001209191-19-030982
CIK 0000319815other
Filed
May 16, 8:00 PM ET
Accepted
May 17, 4:42 PM ET
Size
29.8 KB
Accession
0001209191-19-030982
Insider Transaction Report
Form 4
Lough Emily
VP, General Counsel&Secretary
Transactions
- Disposition from Tender
Common Stock
2019-05-16−11,674→ 0 total - Disposition to Issuer
Restricted Stock Units
2019-05-16−9,375→ 0 total→ Common Stock (9,375 underlying) - Disposition to Issuer
Restricted Stock Units
2019-05-16−5,778→ 0 total→ Common Stock (5,778 underlying) - Disposition to Issuer
Restricted Stock Units
2019-05-16−500→ 0 total→ Common Stock (500 underlying) - Disposition to Issuer
Restricted Stock Units
2019-05-16−11,250→ 0 total→ Common Stock (11,250 underlying) - Disposition to Issuer
Restricted Stock Units
2019-05-16−6,871→ 0 total→ Common Stock (6,871 underlying) - Disposition to Issuer
Restricted Stock Units
2019-05-16−25,000→ 0 total→ Common Stock (25,000 underlying) - Disposition to Issuer
Market Stock Units
2019-05-16−11,250→ 0 total→ Common Stock (11,250 underlying) - Disposition to Issuer
Market Stock Units
2019-05-16−11,876→ 0 total→ Common Stock (11,876 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2019-05-16−3,000→ 0 totalExp: 2020-02-10→ Common Stock (3,000 underlying)
Footnotes (11)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, the Reporting Person received Transaction Consideration of 225 shares of Tesla common stock and $75.79 in lieu of fractional shares of Tesla common stock.
- [F10]Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning March 13, 2016, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 9 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.
- [F11]Option becomes exercisable over 4 years beginning March 10, 2011 as long as holder remains in service to the Company. The option was assumed by Tesla in the merger and replaced with an option to purchase 57 shares of Tesla Common Stock with an exercise price of $813.99 per share.
- [F2]Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. This award represents RSUs received under the short-term incentive bonus plan which are fully vested upon grant. The award was assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 132 shares of the Common Stock of Tesla.
- [F3]These units do not expire.
- [F4]Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2020, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 482 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.
- [F5]Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2019, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 217 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.
- [F6]Each market stock unit (MSU) represents a right to receive one share of the Issuer's common stock. The MSUs vest based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the target number of shares which vest upon a change in control, and therefore vest in connection with the Merger Agreement and are assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 217 shares of the Common Stock of Tesla.
- [F7]Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2018, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 180 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.
- [F8]Each market stock unit (MSU) represents a right to receive one share of the Issuer's common stock. The MSUs vest based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the target number of shares which vest upon a change in control, and therefore vest in connection with the Merger Agreement and are assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 229 shares of the Common Stock of Tesla.
- [F9]Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning January 15, 2017, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 111 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.
Documents
Issuer
MAXWELL TECHNOLOGIES INC
CIK 0000319815
Entity typeother
Related Parties
1- filerCIK 0001764799
Filing Metadata
- Form type
- 4
- Filed
- May 16, 8:00 PM ET
- Accepted
- May 17, 4:42 PM ET
- Size
- 29.8 KB