0001140361-12-052719.txt : 20121226 0001140361-12-052719.hdr.sgml : 20121226 20121226173019 ACCESSION NUMBER: 0001140361-12-052719 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121221 FILED AS OF DATE: 20121226 DATE AS OF CHANGE: 20121226 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 914-273-4545 MAIL ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHAPLIN C EDWARD CENTRAL INDEX KEY: 0001237570 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 121285922 MAIL ADDRESS: STREET 1: C/O MBIA STREET 2: 113 KING STREET CITY: ARMONK STATE: NY ZIP: 10504 4 1 doc1.xml FORM 4 X0306 4 2012-12-21 0 0000814585 MBIA INC MBI 0001237570 CHAPLIN C EDWARD C/O MBIA INC. 113 KING STREET ARMONK NY 10504 0 1 0 0 President, CFO & CAO Common Stock 2012-12-21 4 A 0 600000 7.84 A 999221 D Restricted stock granted under the MBIA Inc. 2005 Omnibus Incentive Plan, as amended. 300,000 shares will vest on December 31, 2015 if Mr. Chaplin remains employed through such date, or earlier upon a change in control of the Company or his "qualifying termination," which includes a termination of his employment (a) due to his death or disability, (b) by the Company without cause, (c) due to his retirement after December 31, 2015 on at least six months' prior notice, or (d) with the approval of the Board of Directors. Up to 150,000 shares will vest on a pro-rata basis on the earlier to occur of December 31, 2016 or a change in control of the Company in which the Company's shares of common stock cease to be publicly traded, if Mr. Chaplin remains employed through that date (or he has a qualifying termination before such date), to the extent that the "market value appreciation" criteria for these shares is satisfied as of that date. Up to 150,000 shares will vest on a pro-rata basis on the earlier to occur of December 31, 2017 or a change in control of the Company in which the Company's shares of common stock cease to be publicly traded, if he remains employed through that date (or he has a qualifying termination before such date), to the extent that the "market value appreciation" criteria for these shares is satisfied as of that date. The "market value appreciation" criteria for the shares subject to vesting on a vesting date is satisfied to the extent that (x) the average closing share price over the 60 trading days prior to the applicable vesting date is between $10.00 and $25.00 per share, where 0% vests if the price is $10 or less, 100% vests if the price is $25 or more, and with linear interpolated vesting if the price is in between these two values; or (y) the fair market value per share of the Company's common stock over any 20 consecutive trading days has been at least $25 per share, in which case the percentage of the applicable shares to become vested on the applicable vesting date will be 100%. Any shares that have not vested as of the applicable vesting date will be forfeited unless otherwise approved by the Compensation and Governance Committee. In addition, the shares will (to the extent not yet vested) be forfeited upon Mr. Chaplin's voluntary resignation (other than in connection with a qualifying termination or as otherwise approved by the Committee) or the Company terminates his employment for cause. /s/ Leonard I. Chubinsky, Attorney-in-Fact 2012-12-26