0001209191-16-148556.txt : 20161107
0001209191-16-148556.hdr.sgml : 20161107
20161107143042
ACCESSION NUMBER: 0001209191-16-148556
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20161107
FILED AS OF DATE: 20161107
DATE AS OF CHANGE: 20161107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fleetmatics Group plc
CENTRAL INDEX KEY: 0001526160
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1100 WINTER STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 1-866-844-2235
MAIL ADDRESS:
STREET 1: 1100 WINTER STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
FORMER COMPANY:
FORMER CONFORMED NAME: FleetMatics Group plc
DATE OF NAME CHANGE: 20110719
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LIFSHATZ STEPHEN J
CENTRAL INDEX KEY: 0001221302
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35678
FILM NUMBER: 161977656
MAIL ADDRESS:
STREET 1: C/O FLEETMATICS
STREET 2: 1100 WINTER STREET, 4TH FL
CITY: WALTHAM
STATE: MA
ZIP: 02451
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-11-07
1
0001526160
Fleetmatics Group plc
FLTX
0001221302
LIFSHATZ STEPHEN J
C/O FLEETMATICS
1100 WINTER STREET, SUITE 4600
WALTHAM
MA
02451
0
1
0
0
Chief Financial Officer
Ordinary Shares, ?0.015 par value per share
2016-11-07
4
D
0
158339
D
0
D
As of the Effective Time (as defined below), the Reporting Person beneficially owned (i) one (1) ordinary share of the Issuer, 0.015 EURO par value per share (the "Ordinary Shares"), (ii) 62,131 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan"), of which 5,910 RSUs were vested and 56,221 RSUs were unvested and subject to the time-based vesting terms in accordance with the vesting schedule that applied to such RSUs immediately prior to the Effective Time, and (iii) 104,207 performance stock units ("PSUs") issued under the Plan, of which 14,515 PSUs were vested and 89,692 PSUs remained unvested subject to time-based vesting terms in accordance with the vesting schedule that applied to such PSUs immediately prior to the Effective Time; provided, however, pursuant to the terms of the Transaction Agreement (as defined below), any performance measures applicable to such unvested PSUs were deemed to have been
satisfied as of the Effective Time as if 100% of the applicable performance targets had been achieved; provided further, however, that pursuant to existing contractual arrangements with the Issuer, 50% of the Reporting Person's unvested RSUs and unvested PSUs will vest automatically in connection with the Effective Time.
Pursuant to the terms of the Transaction Agreement between the Issuer, Verizon Business International Holdings B.V. and Verizon Communications Inc. ("Verizon"), dated July 30, 2016 (the "Transaction Agreement"), each Ordinary Share that was beneficially owned by the Reporting Person immediately prior to the effective time of the scheme (the "Effective Time"), was cancelled, extinguished and converted into the right to receive a cash amount equal to US$60.00 per Ordinary Share (the "Cash Consideration"), without interest and net of applicable tax withholdings.
Pursuant to the terms of the Transaction Agreement, each vested RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive a cash amount equal to the Cash Consideration, without interest and net of applicable tax withholdings.
Pursuant to the terms of the Transaction Agreement, (i) each unvested RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings, and (ii) all amounts payable with respect to such unvested RSUs shall (x) be deemed earned and vested on the date(s) on which such unvested RSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested RSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested RSUs.
Pursuant to the terms of the Transaction Agreement, each vested PSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive a cash amount equal to the Cash Consideration without interest and net of applicable tax withholdings.
Pursuant to the terms of the Transaction Agreement, (i) each unvested PSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings and (ii) all amounts payable with respect to such unvested PSUs shall (x) be deemed earned and vested on the date(s) on which such unvested PSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested PSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested PSUs.
/s/ Victoria S. Masotta
2016-11-07
EX-24.4_682542
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Sharon Levine and
Victoria Masotta, signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Fleetmatics Group PLC (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form D, and amendments
of each filing form thereof, in accordance with the Regulation D or Section 4(6)
of the Securities Act of 1933, as amended, and with the SEC rules thereunder,
including any attached documents; and (iii) Forms 3, 4 and 5, and any
amendments, of each filing form thereof, to effect the filing requirements in
accordance with Section 16(a) of the Securities Exchange Act of 1934.
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form ID, or
Form D, or any amendment(s) thereto, or Forms 3, 4 or 5, and timely file such
form(s) with the SEC or similar authority;
3. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to each of the undersigned's
attorneys-in-fact appointed by this Power of Attorney and approves and ratifies
any such release of information; and
4. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.
The undersigned acknowledges that:
1. the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, any of the Company's or the
undersigned's responsibilities to comply with the filing requirements under the
applicable securities laws, including without limitation, any liability of the
undersigned for any failure to comply with such requirements, and this Power of
Attorney does not relieve the undersigned from responsibility for compliance
with any such responsibilities, obligations or liabilities;
2. this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information; and
3. any documents prepared and/or executed by any such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable.
The Company and the undersigned hereby agree to indemnify each
attorney-in-fact from and against any demand, damage, loss, cost or expense
arising from any false or misleading information provided by the undersigned to
the attorney-in fact.
This Power of Attorney shall remain in full force and effect until the
undersigned revokes this power of attorney by a signed writing notice delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of 7th day of March 2016.
/s/ Stephen Lifshatz