0000950157-21-001003.txt : 20210909
0000950157-21-001003.hdr.sgml : 20210909
20210909204927
ACCESSION NUMBER: 0000950157-21-001003
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210907
FILED AS OF DATE: 20210909
DATE AS OF CHANGE: 20210909
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WILSON CHRISTOPHER J
CENTRAL INDEX KEY: 0001259760
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08519
FILM NUMBER: 211245633
MAIL ADDRESS:
STREET 1: P O BOX 2301
CITY: CINCINNATI
STATE: OH
ZIP: 45201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CINCINNATI BELL INC
CENTRAL INDEX KEY: 0000716133
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 311056105
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 221 E FOURTH ST
CITY: CINCINNATI
STATE: OH
ZIP: 45202
BUSINESS PHONE: 513-397-9900
MAIL ADDRESS:
STREET 1: P O BOX 2301
CITY: CINCINNATI
STATE: OH
ZIP: 45201
FORMER COMPANY:
FORMER CONFORMED NAME: BROADWING INC
DATE OF NAME CHANGE: 20000512
FORMER COMPANY:
FORMER CONFORMED NAME: CINCINNATI BELL INC /OH/
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: CBI INC
DATE OF NAME CHANGE: 19830814
4
1
form4.xml
X0306
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2021-09-07
true
0000716133
CINCINNATI BELL INC
CBB
0001259760
WILSON CHRISTOPHER J
221 EAST FOURTH STREET
CINCINNATI
OH
45202
true
VP & General Counsel
Common Stock
2021-09-07
4
D
0
73622
15.5
D
0
D
Common Stock
2021-09-07
4
D
0
23981
15.5
D
0
D
Performance-Based Restricted Stock Units
2021-09-07
4
A
0
27510
0
A
2021-09-07
2021-09-07
Common Stock
27510
27510
D
Performance-Based Restricted Stock Units
2021-09-07
4
D
0
27510
D
2021-09-07
2021-09-07
Common Stock
27510
0
D
Pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020 (the "Merger Agreement"), by and among Cincinnati Bell Inc., an Ohio corporation (the "Company"), Red Fiber Parent LLC, a Delaware limited liability company, and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Shares") was converted into the right to receive $15.50 in cash, without interest (the "Merger Consideration").
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit with respect to Company Common Shares ("Company RSU") became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company RSU.
Each Company RSU subject to performance-based vesting conditions ("Company PSU") represented a right to receive Company Common Shares, subject to the achievement of performance conditions.
On January 31, 2019, the Reporting Person was awarded 23,980 target Company PSUs subject to the achievement of applicable performance criteria. In accordance with the terms of the Merger Agreement and the applicable Company PSU award agreement, the board of directors of the Company approved a payout of 114.7% of the target Company PSUs under the performance criteria set in 2019, subject to the closing of the Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company PSU became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company PSU.
/s/ Christopher J. Wilson
2021-09-07