Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | SC | Common Stock | Disposed to Issuer | -20.9K | -100% | 0 | Jan 31, 2022 | Direct | F1, F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | SC | Stock option (right to buy) | Disposed to Issuer | -$91.1K | -5.21K | -100% | $17.50 | 0 | Jan 31, 2022 | Common Stock | 5.21K | $24.00 | Direct | F3, F4 |
Stephen A. Ferriss is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
Id | Content |
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F1 | Disposed of pursuant to the closing, on January 31, 2022, of the merger ("Merger") whereby Max Merger Sub, Inc. ("Merger Sub") merged with and into the Issuer, pursuant to the Agreement and Plan of Merger, dated August 23, 2021 (the "Merger Agreement"), by and between the Issuer, Santander Holdings USA, Inc. ("Parent") and Merger Sub. Pursuant to the Merger Agreement, each share of Common Stock held by the Reporting Person (other than restricted stock units of the Issuer ("Company RSUs")) was converted into the right to receive $41.50 (the "per share price"), less any required withholding taxes, in the form of American Depositary Shares of Banco Santander ("ADRs"). The number of shares reported includes 1,340 Company RSUs. |
F2 | (Continued From Footnote 1) Under the Merger Agreement, each Company RSU outstanding immediately prior to the effective time of the Merger was canceled and replaced with a restricted stock unit award providing the holder a right to receive a number of ADRs equal to the per share price divided by the closing value of an ADR immediately before the signing date. |
F3 | 20% of the options became exercisable on each of January 22, 2015, 2016, 2017, 2018 and 2019. |
F4 | Pursuant to the Merger Agreement, each option was cancelled and converted into the right to receive the difference between $41.50 and the exercise price per share of the option, less any required withholding taxes. |