- Statement of Changes in Beneficial Ownership (4)
2009年9月10日 - 5:31AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Wiesenhart Charles
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2. Issuer Name
and
Ticker or Trading Symbol
FIBERNET TELECOM GROUP INC
[
FTGX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP-Finance and CFO
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(Last)
(First)
(Middle)
C/O FIBERNET TELECOM GROUP, INC., 220 WEST 42ND STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/9/2009
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock ($0.001 par value)
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9/9/2009
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D
(1)
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79000
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D
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$11.45
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$11.3
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9/9/2009
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D
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500
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7/30/2003
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7/30/2013
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Common Stock ($0.001 par value)
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500
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$0.15
(2)
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0
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D
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Stock Option (right to buy)
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$96
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9/9/2009
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D
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126
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12/21/2001
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12/21/2011
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Common Stock ($0.001 par value)
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126
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$0.00
(3)
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0
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D
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Stock Option (right to buy)
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$1124.9
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9/9/2009
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D
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10
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12/21/2000
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12/21/2010
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Common Stock ($0.001 par value)
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10
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$0.00
(3)
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0
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D
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Stock Option (right to buy)
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$3806.2
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9/9/2009
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D
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33
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9/18/2000
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9/18/2010
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Common Stock ($0.001 par value)
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33
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$0.00
(3)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 28, 2009, by and among FiberNet Telecom Group, Inc.
(the "Company"), Zayo Group, LLC and Zayo Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of
$11.45 per share of the Company's common stock (the "Common Stock") held by the reporting person.
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(
2)
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These options were, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled in exchange
for the right to receive a cash payment equal to the product of the number of shares subject to such option multiplied by
the excess, if any, of (a) $11.45 less (b) the exercise price per share of such option.
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(
3)
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Represents stock options cancelled at the Effective Time (as defined in the Merger Agreement), pursuant to the terms of the
Merger Agreement. The reporting person did not receive any cash payment therefor as the exercise price exceeded the merger
consideration of $11.45.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wiesenhart Charles
C/O FIBERNET TELECOM GROUP, INC.
220 WEST 42ND STREET
NEW YORK, NY 10036
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VP-Finance and CFO
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Signatures
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/s/ Charles Wiesenhart
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9/9/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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