0001181431-13-051029.txt : 20130930
0001181431-13-051029.hdr.sgml : 20130930
20130930152614
ACCESSION NUMBER: 0001181431-13-051029
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130930
FILED AS OF DATE: 20130930
DATE AS OF CHANGE: 20130930
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARBITRON INC
CENTRAL INDEX KEY: 0000109758
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700]
IRS NUMBER: 520278528
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9705 PATUXENT WOODS DRIVE
CITY: COLUMBIA
STATE: MD
ZIP: 21046
BUSINESS PHONE: 410-312-8000
MAIL ADDRESS:
STREET 1: 9705 PATUXENT WOODS DRIVE
CITY: COLUMBIA
STATE: MD
ZIP: 21046
FORMER COMPANY:
FORMER CONFORMED NAME: CERIDIAN CORP
DATE OF NAME CHANGE: 19920901
FORMER COMPANY:
FORMER CONFORMED NAME: CONTROL DATA CORP /DE/
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: COMMERCIAL CREDIT CO
DATE OF NAME CHANGE: 19680910
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NOGALES LUIS G
CENTRAL INDEX KEY: 0001187018
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01969
FILM NUMBER: 131123093
4
1
rrd391500.xml
FORM 4
X0306
4
2013-09-30
0
0000109758
ARBITRON INC
ARB
0001187018
NOGALES LUIS G
9705 PATUXENT WOODS DRIVE
COLUMBIA
MD
21046
1
0
0
0
Deferred Stock Units
2013-09-30
4
D
0
19168.9031
48.00
D
Common Stock
19168.9031
0
D
Non-Qualified Stock Option (right to buy)
35.30
2013-09-30
4
D
0
1179
12.70
D
2013-09-30
Common Stock
1179
0
D
Non-Qualified Stock Option (right to buy)
41.72
2013-09-30
4
D
0
1227
6.28
D
2013-12-31
Common Stock
1227
0
D
Non-Qualified Stock Option (right to buy)
40.26
2013-09-30
4
D
0
869
7.74
D
2014-03-31
Common Stock
869
0
D
Non-Qualified Stock Option (right to buy)
36.75
2013-09-30
4
D
0
7000
11.25
D
2014-05-17
Common Stock
7000
0
D
Non-Qualified Stock Option (right to buy)
36.52
2013-09-30
4
D
0
3000
11.48
D
2014-06-30
Common Stock
3000
0
D
Non-Qualified Stock Option (right to buy)
36.52
2013-09-30
4
D
0
821
11.48
D
2014-06-30
Common Stock
821
0
D
Non-Qualified Stock Option (right to buy)
36.61
2013-09-30
4
D
0
819
11.39
D
2014-09-30
Common Stock
819
0
D
Non-Qualified Stock Option (right to buy)
39.18
2013-09-30
4
D
0
766
8.82
D
2014-12-31
Common Stock
766
0
D
Non-Qualified Stock Option (right to buy)
41.02
2013-09-30
4
D
0
7000
6.98
D
2015-05-24
Common Stock
7000
0
D
Non-Qualified Stock Option (right to buy)
39.87
2013-09-30
4
D
0
7000
8.13
D
2016-05-24
Common Stock
7000
0
D
Non-Qualified Stock Option (right to buy)
46.64
2013-09-30
4
D
0
7605
1.36
D
2018-05-13
Common Stock
7605
0
D
These deferred stock units convert on a one for one basis.
Includes an aggregate of 802.9031 deferred stock units acquired through dividend reinvestment. Pursuant to the Agreement and Plan of Merger by and among Nielsen Holdings N.V. ("Nielsen"), TNC Sub I Corporation and Arbitron Inc., as amended (the "Merger Agreement"), the deferred stock units were cancelled in exchange for a cash payment equal to $48.00 per share.
These deferred stock units vested in full on the first anniversary from the date of grant and are payable no sooner than 30 days after the reporting person ceases to be a director of Arbitron Inc.
Pursuant to the Merger Agreement, these options, which were fully vested on the date of grant and became exercisable six months after the date of grant for each such option, were canceled in exchange for a cash payment representing (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above.
Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above.
/s/ Timothy T. Smith Attorney in Fact for Luis Nogales
2013-09-30