Under the merger agreement, Priceline will pay $ 500 million in cash and $ 1.3 billion in equity and
assumed stock options.
The Company also
assumed stock options of acquired entities in connection with the acquisitions of Mixer Labs, Inc., Crashlytics, Inc. and Bluefin Labs, Inc..
Not exact matches
As of September 26, 2015, an additional 179,211 shares of Apple's common
stock were subject to outstanding
stock options assumed in connection with acquisitions of other companies (with a weighted - average exercise price of $ 6.17 per share).
Consists of shares of Class C capital
stock to be issued upon exercise of outstanding stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock to be issued upon exercise of outstanding
stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A
stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and GSUs in April 2014 in connection with the
Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Split under the following plans which have been
assumed by us in connection with certain of our acquisition transactions: the 2005
Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Incentive Plan
assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Plan
assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan
assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012.
Consists of shares of Class A common
stock to be issued upon exercise of outstanding stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock to be issued upon exercise of outstanding
stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and vesting of outstanding restricted
stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock units under the following plans which have been
assumed by us in connection with certain of our acquisition transactions: the 2005
Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Incentive Plan
assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Plan
assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan
assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012.
Based on the number of shares outstanding as of December 31, 2010, upon the completion of this offering, shares of Class A common
stock and 88,955,943 shares of Class B common
stock will be outstanding,
assuming no exercise of the underwriters» over-allotment
option and no exercise of outstanding
options.
In addition, if an
option or
stock appreciation right is not
assumed or substituted in the event of a change in control, the Administrator will notify the participant in writing that the
option or
stock appreciation right will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and the
option or
stock appreciation right will terminate upon the expiration of such period.
We provide information below about (1) the circumstances under which these
options and
stock awards vest upon termination of employment or the occurrence of certain acquisitions, and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these
option or
stock awards as of that date under those circumstances,
assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2009 and based on an NYSE closing price per share of our common
stock on that date of $ 26.99.
We provide information below about (1) the circumstances under which the vesting of these
options and
stock awards would accelerate upon termination of employment or the consummation of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these
option or
stock awards as of that date under those circumstances,
assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2011 and based on an NYSE closing price per share of our common
stock of $ 27.56 on December 30, 2011, the last trading date in 2011.
The foregoing discussion and tables
assume no exercise of the underwriters» over-allotment
option or of outstanding
stock options after March 31, 2014.
However, Limited Partners
assume risk when investing in this asset class, especially when considering that today's volatile
stock markets and the global economic environment can influence exit
options and exit values for their investments.
Upon an optionee's sale of the shares (
assuming that the sale occurs at least two years after grant of the
option and at least one year after exercise of the incentive
stock option), any gain will be taxed to the optionee as long - term capital gain.
In addition, to create incentives for the attainment of clear performance objectives around a key element of our current business plan — the successful launch and commercialization of the Model S — the Board of Directors approved additional
options totaling an additional 4 % of our fully - diluted shares as of December 4, 2009, or 10,067,960
stock options, with 1 / 4th of the shares to vest based entirely on the attainment of each of four performance milestones,
assuming continued employment through each vesting date.
The number of shares of our Class A common
stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the
Assumed Redemption, and excludes 5,952,917 shares of Class A common
stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common
stock issuable upon the exercise of
options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation --
With respect to Awards granted to an Outside Director that are
assumed or substituted for, if on the date of or following such assumption or substitution the Participant's status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise
Options and / or
Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted
Stock and Restricted
Stock Units will lapse, and, with respect to Awards with performance - based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100 %) of target levels and all other terms and conditions met.
Except as otherwise indicated, the discussion and the tables above
assume no exercise of the underwriters»
option to purchase additional shares of Class A common
stock.
Based on shares outstanding as of December 31, 2016, on the closing of this offering, we will have outstanding a total of shares of Class A common
stock, shares of Class B common
stock, and shares of Class C common
stock,
assuming no exercise of outstanding
options, and after giving effect to the conversion of all outstanding shares of our preferred
stock into shares of Class B common
stock on the closing of this offering and the sale of Class A common
stock by the selling stockholders in this offering.
The table
assumes no exercise by the underwriters of their
option to purchase additional shares of Class A common
stock.
The adjustment
assumes there will be no additional distribution in the event the gross proceeds from the offering exceed the anticipated gross proceeds (including as a result of the exercise by the underwriters of their
option to purchase additional shares of Class A common
stock).
In addition, if an
Option or
Stock Appreciation Right is not
assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the
Option or
Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the
Option or
Stock Appreciation Right will terminate upon the expiration of such period.
All
stock options and
stock appreciation rights will have an exercise price equal to at least the fair market value of our common
stock on the date the
stock option or
stock appreciation right is granted, except in certain situations in which we are
assuming or replacing
options granted by another company that we are acquiring.
The number of shares of our Class A common
stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the
Assumed Redemption, and excludes shares of Class A common
stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) shares of Class A common
stock issuable upon the exercise of
options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described
In recognition of these achievements and to create incentives for future success, the Compensation Committee recommended, and the Board of Directors approved a grant to Mr. Musk of 10,067,960
options to purchase shares of our common
stock at an exercise price of $ 2.21 per share representing 4 % of our fully - diluted share base as of December 4, 2009, with 1 / 4th of the shares subject to the
option vesting immediately, and 1 / 48th of the shares subject to the
option scheduled to vest each month thereafter over the next three years,
assuming Mr. Musk's continued service to us through each vesting date.
In connection with our acquisition of Mixer Labs, Inc. in December 2009, we
assumed options issued under the Mixer Labs, Inc. 2008
Stock Plan, or the Mixer Labs Plan, held by Mixer Labs employees who continued employment with us after the closing, and converted them into options to purchase shares of our common s
Stock Plan, or the Mixer Labs Plan, held by Mixer Labs employees who continued employment with us after the closing, and converted them into
options to purchase shares of our common
stockstock.
The foregoing discussion and tables
assume no exercise of the underwriters» over-allotment
option or of outstanding
stock options after September 30, 2014.
The following table quantifies for each named executive officer the value of his unvested restricted shares and
stock options, the vesting of which would be accelerated upon death or permanent disability (
assuming the officer died or became permanently disabled on May 31, 2014):
The diagram below depicts our organizational structure immediately following this offering
assuming no exercise by the underwriters of their
option to purchase additional shares of Class A common
stock.
In the event of a change of control (as defined in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued,
assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common
stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised
stock options and
stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerated.
As of November 11, 2013, a total of 20.873 million shares of the Company's common
stock were subject to all outstanding awards granted under the Company's equity compensation plans (including the shares then subject to outstanding awards under the 2003 Plan and the Director Plan, as well as outstanding awards assumed by the Company in connection with acquisitions, but exclusive of shares that employees may purchase under the Employee Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock opt
stock were subject to all outstanding awards granted under the Company's equity compensation plans (including the shares then subject to outstanding awards under the 2003 Plan and the Director Plan, as well as outstanding awards
assumed by the Company in connection with acquisitions, but exclusive of shares that employees may purchase under the Employee
Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock opt
Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted
stock unit awards and 3.608 million shares were then subject to outstanding stock opt
stock unit awards and 3.608 million shares were then subject to outstanding
stock opt
stock options.
Upon the completion of this offering and after giving effect to the planned recapitalization of our common
stock into a single class of common
stock and
stock split, SIH will own shares of our outstanding common
stock (representing % of the shares outstanding), our founders and their family trusts will own an aggregate shares of our outstanding common
stock (representing % of the shares outstanding) and our employees who received shares upon the liquidation of the special purpose employee ownership vehicle will own shares of our outstanding common
stock under a restricted
stock award (representing % of the shares outstanding), in each case as it relates to the percentage ownership
assuming that the underwriters do not exercise their
option to purchase additional shares.
We have based our calculation of the number of shares outstanding after the offering and the percentage of beneficial ownership after the offering on shares of our common
stock outstanding immediately after the completion of this offering, including shares that we estimate will be issued pursuant to the 2014 Recapitalization
assuming an initial public offering price of $ per share (the midpoint of the price range on the cover of this prospectus), and no exercise of the underwriters» overallotment
option to purchase shares from the selling stockholders.
In connection with our acquisition of Bluefin Labs, Inc. in February 2013, we
assumed options granted under the Bluefin Labs, Inc. 2008
Stock Plan, or the Bluefin Plan, held by Bluefin employees who continued employment with us or one of our subsidiaries after the closing, and converted them into options to purchase shares of our common s
Stock Plan, or the Bluefin Plan, held by Bluefin employees who continued employment with us or one of our subsidiaries after the closing, and converted them into
options to purchase shares of our common
stockstock.
While the respective
stock plans were terminated on the closing of the acquisitions, they continue to govern the terms of
stock options assumed in the respective acquisition.
Upon the closing of this offering, we will have outstanding an aggregate of shares of common
stock,
assuming the issuance of shares of common
stock offered by us in this offering and no exercise of
options or warrants after, 20.
We provide information below about (1) the circumstances under which the vesting of these
options and
stock awards would accelerate upon termination of employment or the consummation of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these
option or
stock awards as of that date under those circumstances,
assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2010 and based on an NYSE closing price per share of our common
stock on that date of $ 30.99.
After creating his own
stock and
options trading indicator and strategy, he
assumed his next role as a pit trader.
Most
option pricing models, such as Black Scholes,
assume that the probability distribution of
stock returns is a nice, symmetrical bell.
I've been using a spreadsheet since I have some weird entries like
assumed net worth of a partial stake in a real estate deal, company
stock options, etc..
A lot of people probably
assume that trading high flying
stocks or that trading
options or other complex investing strategies is the way to riches, but more often then not, you'll likely lose more money than you'll make.
For testing, they
assume: (1) a simple 60 % -40 %
stocks - bonds portfolio; (2) bond returns are small compared to
stock returns (so only the
stock allocation requires rebalancing); and, (3)
option settlement via share transfer, as for SPDR S&P 500 (SPY) as the
stock /
option positions.
Options seller: The seller (writer) of the contract receives a premium in exchange for
assuming an obligation to fulfill the requirements of the contract: to buy or sell the underlying
stock at a predetermined price for a predetermined time.
For example,
assume an investor owns one put
option on hypothetical
stock TAZR with a strike price of $ 25 expiring in one month.
In such a case, an employee who exercises immediately upon grant (and
assuming the exercise price of the
option is the FMV at the time of grant) purchases the
stock at FMV, and there no no tax paid when filing 83 (b) election.
If I have two securities A and B (they can be any combo of
stock, etf, index,
option), then is it oversimplification to
assume that if A has a more liquid market than B, then A is more efficiently...
If you exercise and sell
options on 100 shares of your employer, you will be subject to a withholding tax on the value of 23 of those
options (
assuming 50 % of the
stock option benefit is taxable).
This is the return % for this covered call
assuming the
stock remains unchanged (i.e. flat) until
option expiration.
For the sake of clarity, all examples in this guide
assume that an
option is for one share of the underlying
stock.
That's within the $ 100,000 limit (
assuming no other
options), so you're OK — even if the
stock zooms to $ 100 before the
options vest.
On the other hand,
assume an investor purchases a put
option with a strike price of $ 20 for $ 5, when the underlying
stock was trading at $ 16.
So, for underlying
stocks with no dividend, it is generally considered irrational to exercise an
option early,
assuming you like money.