0001209191-16-148561.txt : 20161107 0001209191-16-148561.hdr.sgml : 20161107 20161107143646 ACCESSION NUMBER: 0001209191-16-148561 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: Mitchell Peter John CENTRAL INDEX KEY: 0001595591 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35678 FILM NUMBER: 161977673 MAIL ADDRESS: STREET 1: FLOORS 1 & 2, BLOCK C STREET 2: COOKSTOWN COURT, BELLGARD ROAD, TALLAGHT CITY: DUBLIN STATE: L2 ZIP: 24 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-07 1 0001526160 Fleetmatics Group plc FLTX 0001595591 Mitchell Peter John C/O FLEETMATICS 1100 WINTER STREET, SUITE 4600 WALTHAM MA 02451 0 1 0 0 Chief Technology Officer Ordinary Shares, ?0.015 par value per share 2016-11-07 4 D 0 123513 D 0 D As of the Effective Time (as defined below), the Reporting Person beneficially owned (i) 10,001 ordinary shares of the Issuer, 0.015 EURO par value per share (the "Ordinary Shares"), (ii) 38,022 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan"), of which 1,500 RSUs were vested and 36,522 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) 75,490 performance stock units ("PSUs") issued under the Plan, of which 12,148 PSUs were vested and 63,342 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. 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_682547 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, 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 2nd day of March, 2016. /s/ Peter Mitchell Name: Peter Mitchell