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