0000886035-18-000049.txt : 20180606
0000886035-18-000049.hdr.sgml : 20180606
20180606125005
ACCESSION NUMBER: 0000886035-18-000049
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180606
FILED AS OF DATE: 20180606
DATE AS OF CHANGE: 20180606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Moser Emerson C
CENTRAL INDEX KEY: 0001629800
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12983
FILM NUMBER: 18883414
MAIL ADDRESS:
STREET 1: 4 TESSENEER DRIVE
CITY: HIGHLAND HEIGHTS
STATE: KY
ZIP: 41076
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GENERAL CABLE CORP /DE/
CENTRAL INDEX KEY: 0000886035
STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357]
IRS NUMBER: 061398235
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4 TESSENEER DRIVE
CITY: HIGHLAND HEIGHTS
STATE: KY
ZIP: 41076
BUSINESS PHONE: 8595728000
MAIL ADDRESS:
STREET 1: 4 TESSENEER DRIVE
CITY: HIGHLAND HEIGHTS
STATE: KY
ZIP: 41076
4
1
wf-form4_152830378915469.xml
FORM 4
X0306
4
2018-06-06
1
0000886035
GENERAL CABLE CORP /DE/
BGC
0001629800
Moser Emerson C
4 TESSENEER DRIVE
HIGHLAND HEIGHTS
KY
41076
0
1
0
0
SVP, General Counsel & Sec.
Common Stock
2018-06-06
4
D
0
71534
30
D
0
D
Common Stock
2018-06-06
4
D
0
2157.30
30
D
0
I
By 401(k) Plan
Performance Stock Unit
0.0
2018-06-06
4
D
0
34504
30
D
Common Stock
34504.0
0
D
Performance Stock Unit
0.0
2018-06-06
4
D
0
16243
30
D
Common Stock
16243.0
0
D
Employee Stock Option (right to buy)
16.8
2018-06-06
4
D
0
13274
13.20
D
2027-02-10
Common Stock
13274.0
0
D
Phantom Stock
2018-06-06
4
D
0
3.646
30
D
Common Stock
3.646
0
D
Pursuant to the merger agreement by and among Prysmian S.p.A., Alisea Corp., and General Cable, dated as of December 3, 2017, ("Merger Agreement"): (i) 47,865 shares of common stock were cancelled and converted into the right to receive $30.00 per share in cash without interest, and (ii) 23,669 restricted stock units ("RSUs") were each cancelled and converted into an award (a "Converted RSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such RSU multiplied by $30.00. Each Converted RSU is subject to the same terms and conditions that were applicable to such RSU immediately prior to the effective time, provided that the Converted RSU will vest on the earlier of (A) the originally scheduled vesting date and (B) the date that is six months after the completion of the merger, subject to continued service through such time (or upon such officer's earlier qualifying termination of employment).
Pursuant to the Merger Agreement, each share of common stock was converted into the right to receive $30.00 in cash without interest.
This performance stock unit ("PSU") was granted on February 11, 2016 with a three-year performance period commencing as of January 1, 2016. Pursuant to the Merger Agreement, each outstanding PSU granted in 2016 was cancelled and converted into an award (a "2016 Converted PSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such PSU (based on actual performance) multiplied by $30.00. Each 2016 Converted PSU is subject to the same terms and conditions that were applicable to such PSU immediately prior to the effective time of the merger, provided that the performance-vesting conditions no longer apply.
This PSU was granted on February 22, 2017 with a three-year performance period commencing as of January 1, 2017. Pursuant to the Merger Agreement, each outstanding PSU granted in 2017 was cancelled and converted into an award (a "2017 Converted PSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such PSU (based on target performance) multiplied by $30.00. Each 2017 Converted PSU is subject to the same terms and conditions that were applicable to such PSU immediately prior to the effective time of the merger, provided that the performance-vesting conditions no longer apply.
This option, which was granted on February 10, 2017, provided for vesting in three equal annual installments beginning on February 18, 2018. Pursuant to the Merger Agreement, each outstanding stock option was cancelled and converted into the right to receive (without interest) an amount in cash equal to the excess of $30.00 over the exercise price per share of common stock subject to such stock option.
Each share of phantom stock was the equivalent of one share of common stock. Pursuant to the Merger Agreement, each share of phantom stock was cancelled and converted into the right to receive $30.00 in cash without interest.
/s/ Mary E. Talbott, as Attorney-in-Fact for Emerson C. Moser
2018-06-06