Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | CBB | Common Stock | Disposed to Issuer | -$2.15M | -139K | -87.42% | $15.50 | 20K | Sep 7, 2021 | By Julia C. Fox trust | F1 |
transaction | CBB | Common Stock | Disposed to Issuer | -$287K | -18.5K | -92.67% | $15.50 | 1.47K | Sep 7, 2021 | By Leigh and Julia Fox Charitable Fund | F1 |
transaction | CBB | Common Stock | Disposed to Issuer | -$22.7K | -1.47K | -100% | $15.50 | 0 | Sep 7, 2021 | By Trustee of the Company's 401-K Plan | F1 |
transaction | CBB | Common Stock | Disposed to Issuer | -$2.29M | -147K | -100% | $15.50 | 0 | Sep 7, 2021 | Direct | F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | CBB | Performance-Based Restricted Stock Units | Award | $0 | +169K | $0.00 | 169K | Sep 7, 2021 | Common Stock | 169K | Direct | F3, F4 | ||
transaction | CBB | Performance-Based Restricted Stock Units | Disposed to Issuer | -169K | -100% | 0 | Sep 7, 2021 | Common Stock | 169K | Direct | F5 |
Leigh R. Fox is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
Id | Content |
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F1 | Pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020 (the "Merger Agreement"), by and among Cincinnati Bell Inc., an Ohio corporation (the "Company"), Red Fiber Parent LLC, a Delaware limited liability company, and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Shares") was converted into the right to receive $15.50 in cash, without interest (the "Merger Consideration"). |
F2 | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit with respect to Company Common Shares ("Company RSU") became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company RSU. |
F3 | Each Company RSU subject to performance-based vesting conditions ("Company PSU") represented a right to receive Company Common Shares, subject to the achievement of performance conditions. |
F4 | On January 31, 2019, the Reporting Person was awarded 147,482 target Company PSUs subject to the achievement of applicable performance criteria. In accordance with the terms of the Merger Agreement and the applicable Company PSU award agreement, the board of directors of the Company approved a payout of 114.7% of the target Company PSUs under the performance criteria set in 2019, subject to the closing of the Merger. |
F5 | Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company PSU became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company PSU. |