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