| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MGI | Common Stock | Disposed to Issuer | -50.4K | -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 | Performance-Based Restricted Stock Units (PSUs) | Disposed to Issuer | -5.76K | -100% | 0 | Jun 1, 2023 | Common Stock | 5.76K | Direct | F3 |
Chris H. Russell 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., 17,042 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., 11,521 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., 4,363 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 | 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, any PSUs that were granted during calendar year 2023 (i.e., 5,761 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. |