0000899243-17-004023.txt : 20170214
0000899243-17-004023.hdr.sgml : 20170214
20170214175224
ACCESSION NUMBER: 0000899243-17-004023
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170210
FILED AS OF DATE: 20170214
DATE AS OF CHANGE: 20170214
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Inteliquent, Inc.
CENTRAL INDEX KEY: 0001292653
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 550 WEST ADAMS ST
STREET 2: 9TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60661
BUSINESS PHONE: 312-384-8040
MAIL ADDRESS:
STREET 1: 550 WEST ADAMS ST
STREET 2: 9TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60661
FORMER COMPANY:
FORMER CONFORMED NAME: Inteliquent Inc
DATE OF NAME CHANGE: 20130628
FORMER COMPANY:
FORMER CONFORMED NAME: Neutral Tandem Inc
DATE OF NAME CHANGE: 20040603
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OWCZARZAK MICHELLE RAE
CENTRAL INDEX KEY: 0001663074
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33778
FILM NUMBER: 17611472
MAIL ADDRESS:
STREET 1: C/O INTELIQUENT, INC.
STREET 2: 550 WEST ADAMS STREET, SUITE 900
CITY: CHICAGO
STATE: IL
ZIP: 60661
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-02-10
1
0001292653
Inteliquent, Inc.
IQNT
0001663074
OWCZARZAK MICHELLE RAE
550 W ADAMS
STE 900
CHICAGO
IL
60661
0
1
0
0
SVP, Sales
Common Stock, par value $0.001 per share
2017-02-10
4
D
0
32160
23.00
D
0
D
Employee Stock Option (right to purchase)
16.78
2017-02-10
4
D
0
6612
6.22
D
2026-02-22
Common Stock
6612
0
D
Performance Stock Units
2017-02-10
4
D
0
4321
D
2019-03-15
Common Stock
2535
0
D
On November 2, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Onvoy, LLC ("Onvoy") and Onvoy Igloo Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Onvoy. The Merger became effective on February 10, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 ("Common Stock"), issued and outstanding prior to the Effective Time was automatically cancelled and converted into the right to receive a cash payment equal to $23.00, without interest, less any applicable tax withholding.
This amount includes 24,660 shares of restricted stock that became fully vested at the Effective Time pursuant to the Merger Agreement.
Pursuant to the terms of the Merger Agreement, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was automatically converted into the right to receive a cash payment equal to the product of (A) the total number of shares of Common Stock issuable upon exercise of such option and (B) the excess, if any, of $23.00 over the exercise price per share of such option, less any applicable tax withholding.
Represents previously unvested performance stock units ("PSUs"). Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 150% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon total shareholder return ("TSR") of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index.
(Continued from footnote 4) Such shares were prorated for the number of days from January 1, 2016 through and including the closing date of the Merger compared to the total number of days in the measuring period. The number in clause (A) also includes 132 shares of common stock, representing dividends paid during the measuring period.
/s/ Richard L. Monto, as Attorney-in-Fact for Michelle Rae Owczarzak
2017-02-14