0001209191-13-006216.txt : 20130204 0001209191-13-006216.hdr.sgml : 20130204 20130204191358 ACCESSION NUMBER: 0001209191-13-006216 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130131 FILED AS OF DATE: 20130204 DATE AS OF CHANGE: 20130204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greeves Joseph F CENTRAL INDEX KEY: 0001465898 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33015 FILM NUMBER: 13571610 MAIL ADDRESS: STREET 1: 21700 ATLANTIC BLVD. CITY: DULLES STATE: VA ZIP: 20166 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GeoEye, Inc. CENTRAL INDEX KEY: 0001040570 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 202759725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2325 DULLES CORNER BLVD CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 7034807500 MAIL ADDRESS: STREET 1: 2325 DULLES CORNER BLVD CITY: HERNDON STATE: VA ZIP: 20171 FORMER COMPANY: FORMER CONFORMED NAME: ORBIMAGE HOLDINGS INC/DE DATE OF NAME CHANGE: 20060727 FORMER COMPANY: FORMER CONFORMED NAME: ORBIMAGE INC DATE OF NAME CHANGE: 20040810 FORMER COMPANY: FORMER CONFORMED NAME: ORBITAL IMAGING CORP DATE OF NAME CHANGE: 19980318 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-01-31 1 0001040570 GeoEye, Inc. GEOY 0001465898 Greeves Joseph F 2325 DULLES CORNER BLVD. HERNDON VA 20171 0 1 0 0 Executive VP and CFO Common Stock 2013-01-31 4 D 0 18005 D 0 D Employee Stock Option (Right to Buy) 22.61 2013-01-31 4 D 0 5986 D 2017-06-14 Common Stock 5986 0 D Employee Stock Option (Right to Buy) 22.61 2013-01-31 4 D 0 25000 D 2019-06-14 Common Stock 25000 0 D Employee Stock Option (Right to Buy) 25.04 2013-01-31 4 D 0 23238 D 2020-03-09 Common Stock 23238 0 D Employee Stock Option (Right to Buy) 41.30 2013-01-31 4 D 0 13656 D 2019-03-08 Common Stock 13656 0 D Employee Stock Option (Right to Buy) 22.48 2013-01-31 4 D 0 17056 D 2020-04-18 Common Stock 17056 0 D Restricted Stock Unit 0.00 2013-01-31 4 D 0 5612 D 2013-01-31 Common Stock 5612 0 D Performance Stock Unit 0.00 2013-01-31 4 D 0 5268 D 2013-01-31 Common Stock 5268 0 D Pursuant to the terms of an Agreement and Plan of Merger, dated as of July 22, 2012, as amended ("Merger"), between DigitalGlobe, Inc. ("DigitalGlobe"), GeoEye, Inc., and the parties named therein, Issuer common stockholders had the right to elect to receive consideration of either: (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, (ii) 100% of the consideration in cash ($20.27) or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of Issuer common stock they own, with the amount of cash and stock subject to proration as set forth in the merger agreement. Assumes that the shares of Issuer common stock owned by the Reporting Person were exchanged for 1.425 shares of DigitalGlobe common stock upon consummation of the merger. This option, which provided for vesting in four equal annual installments beginning June 15, 2010, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 8,530 shares of DigitalGlobe common stock for $15.87 per share. This option, which provided for vesting in four equal annual installments beginning June 15, 2010, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 35,625 shares of DigitalGlobe common stock for $15.87 per share. This option, which provided for vesting in four equal annual installments beginning March 9, 2011, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 33,114 shares of DigitalGlobe common stock for $17.57 per share. This option, which provided for vesting in four equal annual installments beginning March 8, 2012, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 19,459 shares of DigitalGlobe common stock for $28.98 per share. This option, which provided for vesting in four equal annual installments beginning April 18, 2013, and which accelerates at a change-in-control, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 24,304 shares of DigitalGlobe common stock for $15.78 per share. The Restricted Stock Unit ("RSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The RSU will vest at 143%, based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and 2012. The Reporting Person will acquire the right to receive 59,124 shares of DigitalGlobe common stock, after taking into effect the conversion of the RSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash. Each RSU and PSU represents the contingent right to receive one share of DigitalGlobe common stock. The Performance Stock Unit ("PSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will accelerate at change-in-control. The Reporting Person will acquire the right to receive 5,989 shares of DigitalGlobe common stock, after taking into effect the conversion of the PSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash. /s/ Kathleen Guerere, attorney-in-fact 2013-02-04