the Company's stock ownership guidelines, which require all executive officers to retain 50 % of their after - tax profit
shares upon exercise of options and 50 % of after - tax shares upon vesting of Performance Share Awards or RSRs for a period of one year following retirement.
Not exact matches
On 12 January 2018, Valmec completed the issue
of 22,522,083 fully paid ordinary
shares in the capital of the Company (Option Shares) upon the exercise of 22,522,083 listed options (ASX: VMXO) with an exercise price of $ 0.25 per o
shares in the capital
of the Company (
Option Shares) upon the exercise of 22,522,083 listed options (ASX: VMXO) with an exercise price of $ 0.25 per o
Option Shares) upon the exercise of 22,522,083 listed options (ASX: VMXO) with an exercise price of $ 0.25 per o
Shares)
upon the
exercise of 22,522,083 listed
options (ASX: VMXO) with an
exercise price
of $ 0.25 per
optionoption.
Consists
of (i) 9,809,637
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; and (ii) 11,913,110
shares of Class C capital stock to be issued
upon conversion
of GSUs that were granted under our 2012 Stock Plan during 2014.
The weighted - average
exercise price is calculated based solely on the
exercise prices
of the outstanding stock
options and does not reflect the
shares that will be issued
upon the vesting
of outstanding awards
of RSUs, which have no
exercise price.
For nonstatutory stock
options and stock appreciation rights, the participant will recognize ordinary income
upon exercise in an amount equal to the difference between the fair market value
of the
shares and the
exercise price on the date
of exercise.
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 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 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.
5,800,200
shares of our Class B common stock issuable
upon the
exercise of options to purchase
shares of our Class B common stock granted after June 30, 2015, with a weighted - average
exercise price
of $ 15.23 per
share;
Tax withholding obligations could be satisfied by withholding
shares to be received
upon exercise of an
option or stock appreciation right, the vesting
of restricted stock, performance
share, or stock award, or the payment
of a restricted
share right or performance unit or by delivery to the Company
of previously owned
shares of common stock.
106,133,176
shares of our Class B common stock issuable
upon the
exercise of options to purchase
shares of our Class B common stock outstanding as
of September 30, 2015, with a weighted - average
exercise price
of $ 6.95 per
share;
Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods, the expiration or waiver of the market standoff agreements and lock - up agreements referred to above, and applicable volume restrictions and other restrictions that apply to affiliates, the shares of our capital stock issued upon exercise of outstanding options to purchase shares of our Class A common stock will be available for immediate resale in the United States in the open mar
Upon effectiveness
of that registration statement, subject to the satisfaction
of applicable
exercise periods, the expiration or waiver
of the market standoff agreements and lock - up agreements referred to above, and applicable volume restrictions and other restrictions that apply to affiliates, the
shares of our capital stock issued
upon exercise of outstanding options to purchase shares of our Class A common stock will be available for immediate resale in the United States in the open mar
upon exercise of outstanding
options to purchase
shares of our Class A common stock will be available for immediate resale in the United States in the open market.
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;
If such a sale or disposition takes place in the year in which the participant
exercises the
option, the income recognized
upon the sale or disposition
of the
shares will not be considered income for alternative minimum tax purposes.
Until the ownership level is achieved, executives must retain at least 25 %
of the after - tax value
upon vesting
of each restricted stock award or 25 %
of the
shares remaining after
exercise costs and taxes from a stock
option exercise.
In addition, in connection with the termination
of the 2014 Plan
upon a sale event, we may make or provide for a cash payment to participants holding vested and exercisable
options and stock appreciation rights equal to the difference between the per
share cash consideration payable to stockholders in the sale event and the
exercise price
of the
options or stock appreciation rights.
Each stock
option gives the recipient the right to receive a number
of Shares upon exercise of the stock
option and payment
of the stock
option exercise price, which other than for incentive stock
options, shall be the fair market value
of a
Share on the
option grant date.
stock ownership policy under which all executive officers are required to retain 50 %
of their after - tax profit
shares acquired
upon exercise of options or vesting
of stock awards for a period
of one year following retirement, and all other employees are expected to retain that number
of shares while employed by the Company.
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 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.
Nevertheless, sales
of substantial amounts
of our Class A common stock, including
shares issued
upon exercise of outstanding stock
options or warrants or settlement
of RSUs, in the public market following this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale
of our equity securities.
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 --
Notwithstanding the foregoing and, subject to adjustment as provided in Section 15
of the Plan, the maximum number
of Shares that may be issued
upon the
exercise of Incentive Stock
Options will equal the aggregate
Share number stated in subsection 3 (a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any
Shares that become available for issuance under the Plan pursuant to subsection 3 (b).
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.
31,619,974
shares of our Class B common stock issuable
upon the
exercise of options to purchase
shares of our Class B common stock outstanding as
of March 31, 2015, with a weighted - average
exercise price
of $ 3.29 per
share;
upon the
exercise of an
Option or Stock Appreciation Right or
upon the payout
of a Restricted Stock Unit, Performance Unit or Performance
Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Share, for each
Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Share subject to such Award, to be solely common stock
of the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the Change in Con
share consideration received by holders
of Common Stock in the Change in Control.
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
LLC for a period
of 180 days after the date
of this prospectus, other than the
shares of our Class A common stock to be sold hereunder and any
shares of our Class A common stock issued
upon the
exercise of options granted under our equity incentive plans.
1,471,063
shares of our Class B common stock issuable
upon the
exercise of options to purchase
shares of our Class B common stock granted after March 31, 2015, with a weighted - average
exercise price
of $ 18.85 per
share;
Net profit
shares are the
shares remaining after payment
of the
option exercise price and taxes owed
upon the
exercise of 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 sha
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 sha
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.
In addition,
of the
shares of our common stock that were subject to stock
options outstanding as
of, 2010,
options to purchase
shares of common stock were vested as
of, 2010 and,
upon exercise, these
shares will be eligible for sale subject to the lock - up agreements described below and Rules 144 and 701 under the Securities Act.
As
of May 15, 2010, 8,626,346
shares of common stock were issuable
upon exercise of outstanding stock
options with a weighted average
exercise price
of $ 2.52 per
share.
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.
Upon exercise of a vested
Option into
Shares, Participant will obtain full voting and other rights as a shareholder
of the Company with respect to such
Shares.
Upon a disposition
of the
shares more than two years after grant
of the
option and one year after
exercise of the
option, the optionee will recognize long - term capital gain or loss equal to the difference between the sale price and the
exercise price.
The Compensation Committee, in its sole discretion, may grant stock appreciation rights which allow the grantee to elect to receive
upon the
exercise of the
option shares of stock with an aggregate fair market value equal to the excess
of the fair market value
of the
shares of stock with respect to which the
option is
exercised over the aggregate
exercise price
of the
option as determined on the
exercise date.