0001209191-16-153603.txt : 20161206 0001209191-16-153603.hdr.sgml : 20161206 20161206145213 ACCESSION NUMBER: 0001209191-16-153603 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161206 FILED AS OF DATE: 20161206 DATE AS OF CHANGE: 20161206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Talen Energy Corp CENTRAL INDEX KEY: 0001622536 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 471197305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 835 HAMILTON STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 888-211-6011 MAIL ADDRESS: STREET 1: 835 HAMILTON STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FARR PAUL A CENTRAL INDEX KEY: 0001275308 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37388 FILM NUMBER: 162036100 MAIL ADDRESS: STREET 1: TWO NORTH NINTH STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-06 1 0001622536 Talen Energy Corp TLN 0001275308 FARR PAUL A C/O TALEN ENERGY CORPORATION 835 HAMILTON STREET, SUITE 150 ALLENTOWN PA 18101 1 1 0 0 President & CEO Common Stock 2016-12-02 4 G 0 20000 D 375144 D Common Stock 2016-12-06 4 D 0 375144 D 0 D Common Stock 2016-12-06 4 D 0 1 D 0 I See Footnote Employee Stock Options (Right to Buy) 19.00 2016-12-06 4 D 0 477262 D Common Stock 477262 0 D Bona fide gift of shares of Common Stock with no payment of consideration. Includes shares of Common Stock held by the Reporting Person and awards of restricted stock units previously made. On December 6, 2016, pursuant to the Agreement and Plan of Merger dated as of June 2, 2016 (the "Merger Agreement"), by and among Talen Energy Corporation (the "Company"), RPH Parent LLC, SPH Parent LLC, CRJ Parent LLC and RJS Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation on the terms and conditions set forth in the Merger Agreement (the "Merger"). Pursuant to the Merger Agreement, each share of Company common stock outstanding as of immediately prior to the effective time of the Merger (the "Effective Time"), was, at the Effective Time, automatically converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, all restricted stock units and performance units outstanding as of June 2, 2016 and immediately prior to the Effective Time, other than performance units held by Messrs. Farr, McGuire, Hopf and Rausch (the "Senior Executives"), were canceled and terminated in exchange for an amount in cash, based on the number of shares of Company common stock subject to the award and the Merger Consideration. A pro-rata portion of performance units held by the Senior Executives were canceled and terminated in exchange for an amount in cash, based on the number of shares of Company common stock subject to the award and the Merger Consideration. In addition, the remaining shares subject to the Senior Executives' performance unit awards (assuming target achievement of the applicable performance goals) were converted into cash-based retention awards. Reflects a share of common stock owned by the Reporting Person's daughter in a custodial account. Pursuant to the Merger Agreement, each Company stock option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) was canceled and terminated at the Effective Time in exchange for an amount in cash, without interest and less applicable withholding taxes, equal to the product of (i) the total number of shares of Company common stock subject to the option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Company common stock under such option, except that if the exercise price per share of Company common stock under any such option was equal to or greater than the Merger Consideration, the option was cancelled for no consideration. /s/Thomas G. Douglass, as Attorney-in-Fact for Paul A. Farr 2016-12-06