0001144204-19-029462.txt : 20190603
0001144204-19-029462.hdr.sgml : 20190603
20190603163030
ACCESSION NUMBER: 0001144204-19-029462
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190530
FILED AS OF DATE: 20190603
DATE AS OF CHANGE: 20190603
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HACKER DOUGLAS A
CENTRAL INDEX KEY: 0001017976
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36640
FILM NUMBER: 19873652
MAIL ADDRESS:
STREET 1: P O BOX 66100-WHQLD
CITY: CHICAGO
STATE: IL
ZIP: 60666
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Travelport Worldwide LTD
CENTRAL INDEX KEY: 0001424755
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 000000000
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: AXIS ONE, AXIS PARK
CITY: LANGLEY, BERKSHIRE
STATE: X0
ZIP: SL3 8AG
BUSINESS PHONE: 44-1753-288-000
MAIL ADDRESS:
STREET 1: AXIS ONE, AXIS PARK
CITY: LANGLEY, BERKSHIRE
STATE: X0
ZIP: SL3 8AG
4
1
tv522883_4.xml
OWNERSHIP DOCUMENT
X0306
4
2019-05-30
1
0001424755
Travelport Worldwide LTD
TVPT
0001017976
HACKER DOUGLAS A
AXIS ONE, AXIS PARK
LANGLEY, BERKSHIRE
X0
SL3 8AG
UNITED KINGDOM
1
0
0
0
Common Shares
2019-05-30
4
D
0
32424
D
0
D
Time Vested Restricted Share Units
0.00
2019-05-30
4
D
0
9025
D
Common Shares
9025
0
D
Time Vested Restricted Share Units
0.00
2019-05-30
4
D
0
9178
D
Common Shares
9178
0
D
Time Vested Restricted Share Units
0.00
2019-05-30
4
D
0
6857
D
Common Shares
6857
0
D
At the Effective Time (as defined below), pursuant to the Merger Agreement (as defined below), each common share, par value $0.0025 per share ("Company Common Share"), of Travelport Worldwide Limited ("Travelport") that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $15.75 in cash (the "Merger Consideration"), subject to applicable withholding taxes.
At the Effective Time, pursuant to the Merger Agreement, each restricted share unit in respect of Company Common Shares ("Company RSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Company Common Shares subject to such Company RSU and (ii) the Merger Consideration, plus accrued dividends thereon.
Time-vested restricted share units that were fully vested. Vested Company Common Shares were to have been delivered to the reporting person upon such reporting person's termination of service as a director of Travelport.
Time-vested restricted share units that were scheduled to vest on the earlier of (1) the last business day prior to the 2019 annual general meeting of shareholders of Travelport or (2) June 27, 2019.
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 9, 2018, by and among Travelport, Toro Private Holdings III, Ltd. ("Parent"), and following execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to Travelport's Form 8-K filed with the SEC on December 10, 2018, pursuant to which Merger Sub merged with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent on May 30, 2019 (the "Effective Time").
/s/ Rochelle Boas, as Attorney-in-Fact for Douglas Hacker
2019-06-03