0001209191-16-153617.txt : 20161206
0001209191-16-153617.hdr.sgml : 20161206
20161206150359
ACCESSION NUMBER: 0001209191-16-153617
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: Schinski James E.
CENTRAL INDEX KEY: 0001641969
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37388
FILM NUMBER: 162036144
MAIL ADDRESS:
STREET 1: 835 HAMILTON STREET, SUITE 150
CITY: ALLENTOWN
STATE: PA
ZIP: 18101
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-12-06
1
0001622536
Talen Energy Corp
TLN
0001641969
Schinski James E.
C/O TALEN ENERGY CORPORATION
835 HAMILTON STREET, SUITE 150
ALLENTOWN
PA
18101
0
1
0
0
SVP and Chief Admin. Officer
Common Stock
2016-12-02
4
G
0
28000
D
53043
D
Common Stock
2016-12-06
4
D
0
53043
D
0
D
Employee Stock Options (Right to Buy)
19.00
2016-12-06
4
D
0
64305
D
Common Stock
64305
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.
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 James E. Schinski
2016-12-06