0001209191-17-056523.txt : 20171010 0001209191-17-056523.hdr.sgml : 20171009 20171010175628 ACCESSION NUMBER: 0001209191-17-056523 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171005 FILED AS OF DATE: 20171010 DATE AS OF CHANGE: 20171010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WRAY GROVER N. CENTRAL INDEX KEY: 0001374972 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34299 FILM NUMBER: 171131394 MAIL ADDRESS: STREET 1: DIGITALGLOBE, INC. STREET 2: 1300 WEST 120TH AVENUE CITY: WESTMINSTER STATE: CO ZIP: 80234 FORMER NAME: FORMER CONFORMED NAME: Wray Grover DATE OF NAME CHANGE: 20060907 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITALGLOBE, INC. CENTRAL INDEX KEY: 0001208208 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1300 WEST 120TH AVENUE CITY: WESTMINSTER STATE: CO ZIP: 80234 BUSINESS PHONE: 3036844000 MAIL ADDRESS: STREET 1: 1300 WEST 120TH AVENUE CITY: WESTMINSTER STATE: CO ZIP: 80234 FORMER COMPANY: FORMER CONFORMED NAME: DIGITALGLOBE INC DATE OF NAME CHANGE: 20021129 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-05 1 0001208208 DIGITALGLOBE, INC. DGI 0001374972 WRAY GROVER N. 1300 W. 120TH AVENUE WESTMINSTER CO 80234 0 1 0 0 SVP, Chief HR Officer Common Stock 2017-10-05 4 D 0 94054 D 0 D Employee Stock Option (Right to Buy) 11.80 2017-10-05 4 D 0 13208 D 2022-03-06 Common Stock 13208 0 D Pursuant to the terms of the Agreement and Plan of Merger dated as of February 24, 2017 ("Merger Agreement"), by and among the Issuer, MacDonald, Dettwiler and Associates Ltd., ("MDA"), SSL MDA Holdings, Inc., and Merlin Merger Sub, Inc., at the Effective Time (as defined in the Merger Agreement), each share of Issuer common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive: (i) $17.50 in cash, without interest and less any required withholding taxes, and (ii) 0.3132 of an MDA common share, rounded down to the nearest share. Includes shares underlying time-based vesting restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, the RSUs were assumed by MDA at the Effective Time and represented the right to receive $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such RSUs. The shares underlying such RSUs continued to vest and be subject to the original terms and conditions as were applicable before the Effective Time, except that the cash component was deemed fully vested at the Effective Time. Pursuant to the terms of the Merger Agreement, (i) PSUs (as defined below) subject to an ROIC vesting metric were deemed to be achieved at "target" levels, and (ii) PSUs subject to a TSR vesting metric were deemed to be achieved as of the last trading date prior to the Effective Time and at a stock price equal to the average of the closing prices for a share of Issuer common stock for the period of five trading days immediately prior to the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that remained subject to unsatisfied performance-based vesting requirements ("PSU") received cash consideration of $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such PSU. The Reporting Person was granted an option to purchase up to 13,208 shares of Issuer common stock on March 6, 2012. The option was fully vested at the Effective Time. Disposed of pursuant to the Merger Agreement, pursuant to which all outstanding options fully vested and converted into the right to receive cash in an amount equal to the product of $17.50 and the number of shares subject to the option less the Total Cash Exercise Price (as defined in the Merger Agreement) and a number of MDA shares equal to (a) the positive difference, if any, between (i) the product of 0.3132, the Parent Closing Stock Value (as defined in the Merger Agreement) and the number of Issuer shares subject to the option less (ii) the aggregate exercise price of the option reduced by the Total Cash Exercise Price, divided by (b) the Parent Closing Stock Value. /s/ Amy Flakne, attorney-in-fact for Grover N Wray 2017-10-10