| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MGI | Common Stock | Disposed to Issuer | -326K | -100% | 0 | Jun 1, 2023 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MGI | Stock Option (right to buy) | Disposed to Issuer | -1.18K | -100% | 0 | Jun 1, 2023 | Common Stock | 1.18K | Direct | F3 | |||
| transaction | MGI | Performance-Based Restricted Stock Units (PSUs) | Disposed to Issuer | -36.9K | -100% | 0 | Jun 1, 2023 | Common Stock | 36.9K | Direct | F4 |
Adrianna E. Greenwald is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2022 (the "Merger Agreement") by and among the Issuer, Mobius Parent Corp., a Delaware corporation ("Parent") and an affiliate of Madison Dearborn Partners, LLC, and Mobius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, on June 1, 2023 (the "Effective Time"), each share of Common Stock held by the Reporting Person was automatically cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration"). In addition, (i) any restricted stock units subject to time-based vesting (each, an "RSU") that were granted prior to calendar year 2023 (i.e., 70,693 RSUs) automatically became fully vested and were cancelled and converted into the right to receive the Merger Consideration; |
| F2 | (Continued from footnote 1) (ii) any RSUs that were granted during calendar year 2023 (i.e., 73,333 RSUs) were converted into a cash-settled award that would thereafter continue in accordance with the same vesting terms and conditions following the transactions contemplated by the Merger Agreement; and (iii) any PSUs that were granted prior to calendar year 2023 (i.e., 32,394 PSUs) which have vested based on achievement of the applicable performance criteria at the greater of target and the actual level of performance achieved were cancelled and converted into the right to receive the Merger Consideration.. |
| F3 | Pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of Common Stock held by the Reporting Person, whether or not vested, was automatically cancelled and retired for no consideration because the exercise price applicable to each option (which was $20.08 for the options indicated) exceeded the Merger Consideration. |
| F4 | Represents restricted stock units subject to performance-based vesting (each, a "PSU") held by the Reporting Person that originally represented the right to receive, upon satisfaction of the applicable performance criteria and vesting of the PSU, one share of Common Stock of the Issuer. Pursuant to the terms of Merger Agreement, at the Effective Time (ii) any PSUs that were granted during calendar year 2023 (i.e., 36,867 PSUs) were converted into a cash-settled award based on achievement of the applicable performance criteria at the greater of target and the actual level of performance achieved as of immediately prior to the Effective Time that would thereafter continue in accordance with the same vesting terms and conditions following the transactions contemplated by the Merger Agreement. |