0001437106-19-000066.txt : 20190830 0001437106-19-000066.hdr.sgml : 20190830 20190830170002 ACCESSION NUMBER: 0001437106-19-000066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190830 FILED AS OF DATE: 20190830 DATE AS OF CHANGE: 20190830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Graffam Fred CENTRAL INDEX KEY: 0001618232 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34176 FILM NUMBER: 191070124 MAIL ADDRESS: STREET 1: 1601 DRY CREEK DRIVE STREET 2: SUITE 260 CITY: LONGMONT STATE: CO ZIP: 80503 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ascent Capital Group, Inc. CENTRAL INDEX KEY: 0001437106 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 262735737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-628-5600 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: Ascent Media Corp DATE OF NAME CHANGE: 20110616 FORMER COMPANY: FORMER CONFORMED NAME: Ascent Media CORP DATE OF NAME CHANGE: 20080606 4 1 wf-form4_156719878712440.xml FORM 4 X0306 4 2019-08-30 1 0001437106 Ascent Capital Group, Inc. ASCMA 0001618232 Graffam Fred 5251 DTC PARKWAY, SUITE 1000 GREENWOOD VILLAGE CO 80111 0 1 0 0 Senior Vice President & CFO Series A Common Stock 2019-08-30 4 F 0 2071 0.775 D 9648 D Series A Common Stock 2019-08-30 4 D 0 9648 D 0 D Phantom Units 2019-08-30 4 D 0 40761 D Series A Common Stock 40761.0 0 D The shares disposed of in this transaction were withheld by the Issuer in connection with the payment of withholding taxes on certain restricted shares that vested on August 30, 2019. The price is the closing price on August 29, 2019. Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock (together, the "Ascent Common Stock") was converted into the merger consideration, such that each holder of record of Ascent Common Stock has the right to receive, in the aggregate, a number of shares of Monitronics' (as defined in the Remarks section) common stock equal to the product of the total number of shares of such series of Ascent Common Stock held by such holder immediately prior to the Merger (as defined in the Remarks section) multiplied by the exchange ratio (as defined in the Remarks section, the "Exchange Ratio"). Each phantom unit was the economic equivalent of one share of the Issuer's Series A common stock. Vests in three equal annual installments beginning on March 29, 2019, subject to Mr. Graffam's employment with Ascent and Brinks Home Security on each vesting date. On the settlement date, the fair market value of the phantom units that vest shall be paid to Mr. Graffam in cash. Pursuant to the terms of the Merger Agreement, each outstanding award of phantom units was converted into an award of phantom units with respect to Monitronics common stock equal to (x) the Exchange Ratio multiplied by (y) the aggregate number of shares covered by such phantom units, rounded to the nearest whole unit. Pursuant to the Agreement and Plan of Merger, dated as of May 24, 2019 (the "Merger Agreement"), by and among Ascent Capital Group, Inc. ("Ascent") and Monitronics International, Inc. ("Monitronics"), on August 30, 2019, Ascent merged with and into Monitronics (the "Merger"), with Monitronics surviving the Merger. The exchange ratio in the Merger was 0.1043086, which is equal to the quotient of (a) (i) (A) the Net Cash Amount (as defined in the Restructuring Support Agreement among Ascent, Monitronics and its domestic subsidiaries (collectively, the "Debtors") and certain creditors of the Debtors (the "RSA")), which in no event would be greater than $23,000,000, divided by (B) $395,111,570.00 (pursuant to the terms of the RSA, representing the discounted equity value at which participants in the Rights Offering (as defined in RSA), the Backstop Commitment Parties (as defined in the RSA) and the Equity Commitment Parties (as defined in the RSA) purchase Monitronics common stock, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the plan effective date); divided by (b) the number of outstanding shares of Ascent common stock immediately prior to the effective time of the Merger. /s/ William E Niles, attorney-in-fact 2019-08-30