|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 43.75 | 09/06/2007 | D | 20,000 | (3) | 09/06/2010 | Common Stock | 20,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 34.94 | 09/06/2007 | D | 4,000 | (5) | 02/02/2011 | Common Stock | 4,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 12 | 09/06/2007 | D | 20,000 | (6) | 01/26/2009 | Common Stock | 20,000 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $ 11.76 | 09/06/2007 | D | 2,400 | (8) | 01/26/2009 | Common Stock | 2,400 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $ 27.5 | 09/06/2007 | D | 1,778 | (9) | 02/20/2008 | Common Stock | 1,778 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 22 | 09/06/2007 | D | 1,778 | (10) | 02/13/2009 | Common Stock | 1,778 | (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ZEIDNER RONALD JOE 1-800 CONTACTS, INC. 66 EAST WADSWORTH PARK DRIVE DRAPER, UT 84020 |
Gen. Counsel, Chief Legal Ofcr | |||
| R. Joe Zeider | 09/06/2007 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Disposed of in connection with the merger (the "merger") of Alta Acquisition Corp. ("Acquisition") with and into the issuer, with the issuer as the surviving corporation, effective September 6, 2007, pursuant to the Agreement and Plan of Merger, dated as of June 3, 2007, among Alta Parent Corp. ("Parent"), Acquisition and the issuer. 5,736 shares of restricted stock that vested upon completion of the merger pursuant to amended restricted stock agreements, dated as of September 5, 2007 (the "amended restricted stock agreements"), between the reporting person and the issuer, and 8,264 shares of common stock were exchanged for equity interests in the ultimate parent of Parent having an aggregate value of the $24.25 per share merger consideration multiplied by the number of shares exchanged. |
| (2) | Disposed of in connection with the merger in exchange for the right to receive the $24.25 per share merger consideration with respect to (i) 31,220 shares of restricted stock that vested upon completion of the merger pursuant to the amended restricted stock agreements and (ii) 37,329 shares of restricted stock that will be paid in six equal quarterly installments beginning on June 6, 2008 pursuant to the amended restricted stock agreements. |
| (3) | This option vested in four equal annual installments beginning on September 6, 2001. |
| (4) | All options with an exercise price above the $24.25 per share merger consideration were cancelled in the merger and no payment will be made thereon. |
| (5) | This option vested in four equal annual installments beginning on February 2, 2002. |
| (6) | This option vested in four equal annual installments beginning on January 26, 2003. |
| (7) | This option was cancelled in the merger in exchange for a cash payment equal to the difference between the exercise price of the option and the $24.25 per share merger consideration, multiplied by the number of shares subject to the option. |
| (8) | This option vested in four equal annual installments beginning on January 26, 2003. |
| (9) | This option vested in four equal annual installments beginning on February 20, 2004. |
| (10) | This option vests in four equal annual installments beginning on February 13, 2005. In connection with the merger, all unvested options became fully vested and exercisable. |