0001209191-19-053264.txt : 20191016 0001209191-19-053264.hdr.sgml : 20191016 20191016153313 ACCESSION NUMBER: 0001209191-19-053264 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191011 FILED AS OF DATE: 20191016 DATE AS OF CHANGE: 20191016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPIRER LEE A CENTRAL INDEX KEY: 0001339391 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12173 FILM NUMBER: 191152767 MAIL ADDRESS: STREET 1: C/O NAVIGANT CONSULTING, INC. STREET 2: 30 S. WACKER DRIVE, SUITE 3550 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NAVIGANT CONSULTING INC CENTRAL INDEX KEY: 0001019737 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 364094854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: SUITE 2100 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-573-5650 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: SUITE 2100 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: METZLER GROUP INC DATE OF NAME CHANGE: 19960826 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-10-11 1 0001019737 NAVIGANT CONSULTING INC NCI 0001339391 SPIRER LEE A C/O NAVIGANT CONSULTING, INC. 150 NORTH RIVERSIDE PLAZA, SUITE 2100 CHICAGO IL 60606 0 1 0 0 EVP & CGTO Common Stock 2019-10-11 4 D 0 84297 D 0 D Restricted Stock Units 2019-10-11 4 D 0 53509 D Common Stock 53509 0 D Stock Option (Right to Buy) 18.45 2019-10-11 4 D 0 19923 D 2020-03-17 Common Stock 19923 0 D Stock Option (Right to Buy) 15.11 2019-10-11 4 D 0 33676 D 2022-03-15 Common Stock 33676 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 2, 2019, by and between the registrant and Guidehouse LLP ("Parent"), a Delaware limited liability partnership and Isaac Merger Sub, Inc. ("Merger Sub"), effective as of the effective time of the merger of Merger Sub with and into the registrant (the "Merger"), these shares of the registrant's common stock were canceled and converted to the right to receive $28 in cash per share (the "Merger Consideration"). This includes 18,533 restricted share units subject to time-based vesting conditions previously reported and which remain subject to the same time-based vesting conditions and settlement dates as in effect immediately prior to the merger. Represents restricted stock units previously granted to the reporting person pursuant to the registrant's performance-based restricted stock unit award program on March 15, 2019, March 15, 2018 and March 15, 2017 (and not previously reported). Pursuant to the Merger Agreement, these restricted stock unit awards were converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of restricted stock units subject to the award assuming performance at 100% of target levels, in each case subject generally to the same time-based vesting conditions and settlement dates as in effect as of immediately prior to the Merger. The stock option vested in one-third increments on each of the first three anniversaries of the grant date. Pursuant to the Merger Agreement, each outstanding vested stock option was cancelled and the holder is entitled to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the cancelled stock option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share subject to the cancelled company stock option. /s/ Monica M. Weed, attorney in fact for the reporting person 2019-10-11