0001247741-14-000024.txt : 20140317
0001247741-14-000024.hdr.sgml : 20140317
20140317215058
ACCESSION NUMBER: 0001247741-14-000024
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140313
FILED AS OF DATE: 20140317
DATE AS OF CHANGE: 20140317
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: SWITZ ROBERT E
CENTRAL INDEX KEY: 0001183792
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34865
FILM NUMBER: 14699187
MAIL ADDRESS:
STREET 1: 13625 TECHNOLOGY DRIVE
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
4
1
edgardoc.xml
PRIMARY DOCUMENT
X0306
4
2014-03-13
1
0001065049
LEAP WIRELESS INTERNATIONAL INC
LEAP
0001183792
SWITZ ROBERT E
C/O LEAP WIRELESS INTERNATIONAL, INC.
5887 COPLEY DRIVE
SAN DIEGO
CA
92111
1
0
0
0
Common Stock
2014-03-13
4
D
0
3880
15
D
0
D
Deferred Stock Unit
2014-03-13
4
D
0
12987
15
D
2013-05-17
Common Stock
12987
18885
D
Deferred Stock Unit
2014-03-13
4
D
0
18885
15
D
2014-06-06
Common Stock
18885
0
D
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"). All shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), held by the Reporting Person were exchanged for merger consideration consisting of (i) $15.00 in cash per share of Common Stock (the "Per Share Cash Merger Consideration"), 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 having the call sign WQJQ707.
Each deferred stock unit represents the right to receive one share of Issuer Common Stock or cash equal to the market value of a share of Issuer Common Stock, at the Issuer's option, upon vesting.
The deferred stock units originally vested in three equal annual installments beginning May 17, 2013.
Pursuant to the Merger Agreement each stock unit, including all Issuer performance share units and deferred stock units (each such unit, a "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 Per Share Cash Merger Consideration, less any applicable withholding taxes, and (ii) one CVR.
The deferred stock units originally vested in three equal annual installments beginning June 6, 2014.
By: Barbara J. Olson, Attorney-in-Fact For: Robert E. Switz
2014-03-17