0001181431-13-051033.txt : 20130930 0001181431-13-051033.hdr.sgml : 20130930 20130930153436 ACCESSION NUMBER: 0001181431-13-051033 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: ARCHAMBEAU SHELLYE L CENTRAL INDEX KEY: 0001191713 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 131123139 MAIL ADDRESS: STREET 1: 599 N MATHILDA AVE CITY: SUNNYVALE STATE: CA ZIP: 94085 4 1 rrd391499.xml FORM 4 X0306 4 2013-09-30 0 0000109758 ARBITRON INC ARB 0001191713 ARCHAMBEAU SHELLYE L 9705 PATUXENT WOODS DRIVE COLUMBIA MD 21046 1 0 0 0 Common Stock 2013-09-30 4 D 0 4956 48.00 D 0 D Deferred Stock Units 2013-09-30 4 D 0 9693.6063 48.00 D Common Stock 9693.6063 0 D Non-Qualified Stock Option (right to buy) 37.13 2013-09-30 4 D 0 15000 10.87 D 2015-11-15 Common Stock 15000 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) 46.95 2013-09-30 4 D 0 319 1.05 D 2017-03-30 Common Stock 319 0 D Non-Qualified Stock Option (right to buy) 45.34 2013-09-30 4 D 0 331 2.66 D 2017-09-28 Common Stock 331 0 D Non-Qualified Stock Option (right to buy) 41.57 2013-09-30 4 D 0 361 6.43 D 2017-12-31 Common Stock 361 0 D Non-Qualified Stock Option (right to buy) 43.16 2013-09-30 4 D 0 348 4.84 D 2018-03-31 Common Stock 348 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 Non-Qualified Stock Option (right to buy) 47.50 2013-09-30 4 D 0 316 0.50 D 2018-06-30 Common Stock 316 0 D Non-Qualified Stock Option (right to buy) 44.69 2013-09-30 4 D 0 336 3.31 D 2018-09-30 Common Stock 336 0 D Non-Qualified Stock Option (right to buy) 13.28 2013-09-30 4 D 0 1130 34.72 D 2018-12-31 Common Stock 1130 0 D Non-Qualified Stock Option (right to buy) 20.52 2013-09-30 4 D 0 15719 27.48 D 2019-05-27 Common Stock 15719 0 D 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"), these restricted stock units were cancelled in exchange for a cash payment equal to $48.00 per share. These deferred stock units convert on a one for one basis. Includes 391.6063 deferred stock units acquired through dividend reinvestment. Pursuant to 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 are payable no sooner than six months following termination of service of the reporting person from the board of directors. 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 the difference between $48.00 per share and the exercise price of each such option. 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 the difference between $48.00 per share and the exercise price of each such option. 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 Shellye Louis Archambeau 2013-09-30