0001247741-14-000030.txt : 20140318 0001247741-14-000030.hdr.sgml : 20140318 20140318184439 ACCESSION NUMBER: 0001247741-14-000030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140313 FILED AS OF DATE: 20140318 DATE AS OF CHANGE: 20140318 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LEAP WIRELESS INTERNATIONAL INC CENTRAL INDEX KEY: 0001065049 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 330811062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5887 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 BUSINESS PHONE: 8588826000 MAIL ADDRESS: STREET 1: 5887 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 FORMER COMPANY: FORMER CONFORMED NAME: QUALCOMM SPINCO INC/ DATE OF NAME CHANGE: 19980820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dexter Berg Julie CENTRAL INDEX KEY: 0001487312 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34865 FILM NUMBER: 14702263 MAIL ADDRESS: STREET 1: C/O LEAP WIRELESS INTERNATIONAL, INC. STREET 2: 5887 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2014-03-13 1 0001065049 LEAP WIRELESS INTERNATIONAL INC LEAP 0001487312 Dexter Berg Julie C/O LEAP WIRELESS INTERNATIONAL, INC. 5887 COPLEY DRIVE SAN DIEGO CA 92111 0 1 0 0 Chief Marketing Officer Deferred Stock Unit 0 2014-03-13 2014-03-13 4 D 0 75000 15 D 2015-05-16 2018-05-16 Common Stock 75000 0 D Non-Qualified Stock Option (right to buy) 6.1 2014-03-13 4 D 0 75000 15 D 2023-05-16 Common Stock 75000 0 D The units were originally scheduled to vest 25% on the second anniversary of the date of grant, 25% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, provided that the average of the closing prices of LEAP for the 30-calendar day period immediately preceding each vesting date was greater than the Fair Market Value (as defined in the 2009 Plan) of LEAP on the grant date. Leap Wireless International, Inc. (the "Issuer") was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, AT&T Inc. ("AT&T"), Laser, Inc. and Mariner Acquisition Sub Inc., a wholly owned subsidiary of AT&T ("Merger Sub"). Pursuant to the Merger Agreement, each stock unit, whether vested or unvested, was cancelled in the Merger and converted into the right to receive, for each share covered by the stock unit (assuming target level of performance for any incomplete performance periods), (i) the merger consideration of $15.00 (the "Per Share Cash Merger Consideration"), less any applicable withholding taxes, and (ii) one non-transferable contingent value right (a "CVR"), without interest. Each CVR represents the right to a pro rata share of the proceeds, if any, resulting from the sale of the license granted to the Issuer by the Federal Communications Commission havinng the call sign WQJQ707. The option was originally scheduled to vest in four equal installments on May 16, 2014, May 16, 2015, May 16, 2016 and May 16, 2017, respectively. Pursuant to the Merger Agreement, each outstanding option of the Reporting Person, whether vested or unvested, that was granted under one of the Issuer's stock plans and that has an exercise price equal to or below the Per Share Cash Merger Consideration was cancelled and converted into the right to receive (i) cash equal to the product of the total number of shares underlying the option multiplied by the difference, if any, of the Per Share Cash Merger Consideration and the exercise price per share underlying each option, less any applicable withholding taxes and (ii) one CVR for each share underlying the option. By: Barbara J. Olson, Attorney-in-Fact For: Julie Dexter Berg 2014-03-18