From January 1, 2008 through December 31, 2010, the Registrant granted to its employees, consultants and other service providers options to purchase an aggregate of 12,566,833
shares of common stock under the Registrant's Amended and Restated 2003 Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February 2009.
From January 1, 2008 through December 31, 2010, the Registrant granted to certain executive officers, directors and other investors options and rights to purchase an aggregate of 8,196,662
shares of common stock under the 2003 Plan at exercise prices ranging from $ 2.00 to $ 6.20 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February 2009.
The registration of
these shares of our common stock under the Securities Act would result in these shares becoming eligible for sale in the public market without restriction under the Securities Act immediately upon the effectiveness of such registration, subject to the Rule 144 limitations applicable to affiliates.
The administrator will have the authority to amend, suspend or terminate our ESPP, except that, subject to certain exceptions described in our ESPP, no such action may adversely affect any outstanding rights to purchase
shares of our common stock under our ESPP.
hold rights to purchase
shares of our common stock under all of our employee stock purchase plans that accrue at a rate that exceeds $ 25,000 worth of shares of our common stock for each calendar year.
Through October 15, 2014, the company has repurchased nearly 3.4 million of the 3.5 million
shares of its common stock under its initial authorization from October 2013 for a total of $ 186 million.
In the second quarter of 2014, the company repurchased 936,060
shares of its common stock under its share repurchase program for approximately $ 52 million.
The company repurchased 505,023
shares of its common stock under its share repurchase program for a total of $ 25.6 million through the end of 2013 and has repurchased an additional 530,189 shares for a total of $ 26.3 million from January 4, 2014 through February 26, 2014.
Not exact matches
The company repurchased 1.6 million
shares of common stock for $ 24.3 million during the first quarter
under the company's $ 300 million
share buyback program.
Under the agreement, Dicerna said it will pay Alnylam $ 2 million up - front plus 983,208
shares of its
common stock.
Under the terms
of the agreement, a subsidiary
of HPE will commence a tender offer to purchase any and all
of the outstanding
shares of Nimble
common stock for $ 12.50 per
share in cash.
Under the terms
of the merger agreement, Dell stockholders will receive $ 13.75 in cash for each
share of Dell
common stock they hold, plus payment
of a special cash dividend
of $ 0.13 per
share to stockholders
of record as
of the close
of business on Oct. 28, 2013, for total consideration
of $ 13.88 per
share in cash.
If such holder participates in the next Qualified Financing but not to the full extent
of its pro rata
share, then only a percentage
of its Series A Preferred
Stock will be converted into
Common Stock (
under the same terms as in the preceding sentence), with such percentage being equal to the percent
of its pro rata contribution that it failed to contribute.]
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.
With Domino's Pizza Inc.'s Direct
Stock Purchase Plan investors can purchase
common shares of Domino's Pizza, Inc. directly through Domino's Pizza Transfer Agent, Computershare Investor Services
under the Direct
Stock Purchase Plan.
Accordingly, our approximately 25,050,954 outstanding awards (not including awards
under our employee
stock purchase plan) plus 25,865,562 Shares available for future grant under our equity plans (not including under our employee stock purchase plan) as of March 31, 2018 represented approximately 10.5 % of our Common Stock outstanding (commonly referred to as the «overhang&raq
stock purchase plan) plus 25,865,562
Shares available for future grant
under our equity plans (not including
under our employee
stock purchase plan) as of March 31, 2018 represented approximately 10.5 % of our Common Stock outstanding (commonly referred to as the «overhang&raq
stock purchase plan) as
of March 31, 2018 represented approximately 10.5 %
of our
Common Stock outstanding (commonly referred to as the «overhang&raq
Stock outstanding (commonly referred to as the «overhang»).
To determine the Fair Value
of one
share of common stock, we relied on the Hybrid Method, in which we utilized the PWERM to allocate the value
under certain Initial Public Offering (IPO) scenarios, and the OPM to allocate the value
under scenarios other than an IPO (the All Other scenario).
The administrator will have the authority to amend, suspend, or terminate our ESPP, except that, subject to certain exceptions described in our ESPP, no such action may adversely affect any outstanding rights to purchase
shares of our Class A
common stock under our ESPP.
Amounts reported
under «Number
of Shares of Common Stock Beneficially Owned as of February 22, 2010» include the number of shares subject to stock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the r
Shares of Common Stock Beneficially Owned as of February 22, 2010» include the number of shares subject to stock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the ri
Stock Beneficially Owned as
of February 22, 2010» include the number
of shares subject to stock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the r
shares subject to
stock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the ri
stock options and RSUs that become exercisable or vest within 60 days
of February 22, 2010 (which are shown in the columns to the right).
Additional information about the LTICP and other plans pursuant to which awards in the form
of shares of the Company's
common stock may be made to directors and employees in exchange for goods or services is provided
under «Equity Compensation Plan Information.»
THIS CARD WILL ALSO BE USED TO PROVIDE VOTING INSTRUCTIONS TO THE TRUSTEE FOR ANY
SHARES OF COMMON STOCK OF INTERNATIONAL BUSINESS MACHINES CORPORATION HELD IN THE IBM
STOCK FUND INVESTMENT ALTERNATIVE
UNDER THE IBM 401 (k) PLUS PLAN ON THE RECORD DATE, AS SET FORTH IN THE NOTICE
OF 2016 ANNUAL MEETING AND PROXY STATEMENT.
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.
At the time
of expiration, approximately 30,426,564
shares of common stock were reserved for issuance
under the SOP.
After the completion
of this offering, the holders
of up to 248,396,604
shares of our
common stock (including
shares issuable pursuant to the exercise
of warrants to purchase
shares of our capital
stock that were outstanding as
of September 30, 2015) will be entitled to certain rights with respect to the registration
of such
shares under the Securities Act.
Dalradian's
common shares and warrants began trading on the Toronto
Stock Exchange as
of August 10, 2010
under the symbols DNA and DNA.WT respectively
Additional information about the LTICP and other plans pursuant to which awards in the form
of shares of our
common stock may be made to directors and employees in exchange for goods or services is provided
under «Equity Compensation Plan Information.»
Under the terms
of the exchange offer, Intimate Brands shareholders are entitled to receive 1.10
shares of L Brands
common stock in a tax - free exchange for each outstanding
share of Intimate Brands Class A
common stock tendered.
2,816,100
shares of our Class A
common stock issuable upon the exercise
of options to purchase
shares of our Class A
common stock granted after September 30, 2015
under our 2015 Equity Incentive Plan, with an exercise price per
share equal to the public offering price set forth on the cover page
of the final prospectus for this offering;
Under applicable tax rules, an employee may purchase no more than $ 25,000 worth of shares of common stock, valued at the start of the purchase period, under the ESPP in any calendar
Under applicable tax rules, an employee may purchase no more than $ 25,000 worth
of shares of common stock, valued at the start
of the purchase period,
under the ESPP in any calendar
under the ESPP in any calendar year.
As COO, he had full responsibility for all Portfolio Management, Investment Research and Office Operations
of the firm, designing and developing new products for the firm in the asset classes
of preferred
shares and
common stock, in addition to his responsibility for the firm's Government bond portfolios
under management (over $ 1.7 billion).
Under the terms
of the agreement, ILG shareholders will receive $ 14.75 in cash and 0.165
shares of MVW
common stock for each ILG
share.
Under the terms
of the merger agreement, which has been unanimously approved by the Boards
of both companies, ILG shareholders will receive $ 14.75 in cash and 0.165
shares of MVW
common stock for each ILG
share.
Under the terms
of the agreement, Popeyes shareholders will be entitled to receive $ 79.00 for each
share of Popeyes
common stock they own.
As
of September 30, 2014, the holders
of 52,132,350
shares of our
common stock, including our
common stock issuable in connection with the automatic conversion
of all outstanding
shares of our convertible preferred
stock into
shares of our
common stock and the holder
of a warrant to purchase 6,500,000
shares of our
common stock, are entitled to rights with respect to the registration
of their
shares following this offering
under the Securities Act.
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.
Stock options and stock appreciation rights with respect to no more than 8,000,000 shares of our common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
Stock options and
stock appreciation rights with respect to no more than 8,000,000 shares of our common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
stock appreciation rights with respect to no more than 8,000,000
shares of our
common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual
under the 2014 Plan is 8,000,000
shares of stock or $ 5 million in the case of cash - based aw
stock or $ 5 million in the case
of cash - based awards.
In addition, the company announced that its Board
of Directors has authorized a
share repurchase program
under which the company may repurchase up to 3,500,000
shares of its outstanding
common stock.
The Class A
shares are essentially the preexisting
common stock under a new name, retaining all
of its former attributes, including the usual one vote per
share.
The company's board
of directors has authorized the repurchase
of an additional 2 million
shares of its
common stock, bringing the total
share authorization
under its
share repurchase program to approximately 3.4 million
shares.
Consists
of 293,638,510
shares of Class A
common stock, 79,034,360
shares of Class B
common stock, and 215,887,848
shares of Class C
common stock held by our current directors and executive officers, 3,373,332
shares of Class A
common stock and 3,373,332
shares of Class B
common stock issuable
under outstanding
stock options exercisable within 60 days
of December 31, 2016, and RSUs for 3,609,706
shares of Class A
common stock and RSUs for 3,501,718
shares of Class B
common stock which are subject to vesting conditions expected to occur within 60 days
of December 31, 2016.
in the case
of our directors, officers, and security holders, (i) the receipt by the locked - up party from us
of shares of Class A
common stock or Class B
common stock upon (A) the exercise or settlement
of stock options or RSUs granted
under a
stock incentive plan or other equity award plan described in this prospectus or (B) the exercise
of warrants outstanding and which are described in this prospectus, or (ii) the transfer
of shares of Class A
common stock, Class B
common stock, or any securities convertible into Class A
common stock or Class B
common stock upon a vesting or settlement event
of our securities or upon the exercise
of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount
of cash needed for the payment
of taxes, including estimated taxes, due as a result
of such vesting or exercise whether by means
of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender
of outstanding
stock options or warrants (or the Class A
common stock or Class B
common stock issuable upon the exercise thereof) to us and our cancellation
of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case
of (i), the
shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case
of (ii), any filings
under Section 16 (a)
of the Exchange Act, or any other public filing or disclosure
of such transfer by or on behalf
of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer
of shares or securities was solely to us pursuant to the circumstances described in this bullet point;
The table above does not include (i) 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 (x) 2,689,486
shares of Class A
common stock issuable upon 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 — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional
shares of Class A
common stock reserved for future issuance and (ii) 24,269,792
shares of Class A
common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange
of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
Of these shares, all shares of common stock sold in this offering by us and the selling stockholders, plus any shares sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by «affiliates,» as that term is defined in Rule 144 under the Securities Ac
Of these
shares, all
shares of common stock sold in this offering by us and the selling stockholders, plus any shares sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by «affiliates,» as that term is defined in Rule 144 under the Securities Ac
of common stock sold in this offering by us and the selling stockholders, plus any
shares sold upon exercise
of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by «affiliates,» as that term is defined in Rule 144 under the Securities Ac
of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration
under the Securities Act, unless these
shares are held by «affiliates,» as that term is defined in Rule 144
under the Securities Act.
the disposition
of shares of common stock to us, or the withholding
of shares of common stock by us, in a transaction exempt from Section 16 (b)
of the Exchange Act solely in connection with the payment
of taxes due with respect to the vesting or settlement
of RSUs granted
under our equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus, insofar as such RSU is outstanding as
of the date
of this prospectus; provided, that, if required, any public report or filing
under Section 16
of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to us or withholding by us
of shares or securities was solely to us pursuant to the circumstances described in this clause;
No participant will have the right to purchase
shares of our Class A
common stock in an amount, when aggregated with purchase rights
under all our employee
stock purchase plans that are also in effect in the same calendar year, that have a fair market value
of more than $ 25,000, determined as
of the first day
of the applicable purchase period, for each calendar year in which that right is outstanding.
the sale
of shares of common stock in an underwritten public offering that occurs during the restricted period, including any concurrent exercise (including a net exercise or cashless exercise) or settlement
of outstanding equity awards granted
under our equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus in order to sell the
shares of common stock delivered upon such exercise or settlement in such underwritten public offering; provided that, if required, any public report or filing
under Section 16
of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to us or withholding by us
of shares or securities was solely to us pursuant to the circumstances described in this clause; or
5,897,398
shares of Class B
common stock reserved for future issuance
under our 2007 Plan as
of March 31, 2015 (which reserve does not reflect the options to purchase
shares of Class B
common stock granted after March 31, 2015); and
Stock options granted under our stock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for shares of restricted common s
Stock options granted
under our
stock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for shares of restricted common s
stock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for
shares of restricted
common stockstock.
You will experience additional dilution when those holding options exercise their right to purchase
common stock under our equity incentive plans, when RSUs vest and settle, when we issue restricted
stock to our employees
under our equity incentive plans, or when we otherwise issue additional
shares of our
common stock.
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 --