0001247741-14-000032.txt : 20140318 0001247741-14-000032.hdr.sgml : 20140318 20140318184508 ACCESSION NUMBER: 0001247741-14-000032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140225 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: INGRAM WILLIAM CENTRAL INDEX KEY: 0001269473 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34865 FILM NUMBER: 14702269 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 2014-02-25 1 0001065049 LEAP WIRELESS INTERNATIONAL INC LEAP 0001269473 INGRAM WILLIAM C/O LEAP WIRELESS INTERNATIONAL, INC. 5887 COPLEY DRIVE SAN DIEGO CA 92111 0 1 0 0 Chief Strategy Officer Common Stock 2014-02-25 4 G 0 2100 0 D 70890 D Common Stock 2014-03-13 4 D 0 70890 15 D 0 D Non-Qualified Stock Option (right to buy) 8.09 2014-03-13 4 D 0 17500 15 D 2021-11-02 Common Stock 17500 0 D Non-Qualified Stock Option (right to buy) 10.1 2014-03-13 4 D 0 31000 15 D 2022-03-16 Common Stock 31000 0 D Performance-Based Share Units 0 2014-03-13 4 D 0 13500 15 D 2014-03-13 2015-12-31 Common Stock 13500 0 D Performance-Based Share Units 0 2014-03-13 4 D 0 85000 15 D 2014-03-13 2016-12-31 Common Stock 85000 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, 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. The option originally vested in four equal annual installments on November 2, 2012, November 2, 2013, November 2, 2014 and November 2, 2015, 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. The option originally vested in four equal installments on March 16, 2013, March 16, 2014, March 16, 2015 and March 16, 2016, respectively. On March 16, 2012, the reporting person was granted an option (the "PSU") to purchase 27,000 shares of Common Stock, of which 13,500 were outstanding immediately prior to the Merger. The option originally was to become eligible to vest based on the Issuer's results as measured against performance levels for each of Fiscal Year 2012 and 2013 but pursuant to the Merger Agreement, the performance condition was deemed to have been met, resulting in treating the option as if it had vested with regard to the remaining 13,500 shares of Common Stock. The PSU was cancelled and entitled the reporting person to receive (i) an amount in cash equal to the product of (x) the number of shares covered by the PSU (in this case, the 13,500 shares) multiplied by the (y) Per Share Merger Consideration, less applicable withholding taxes and (ii) one CVR for each share covered by the PSU. On May 14, 2013, the reporting person was granted an option (the "PSU") to purchase 85,000 shares of Common Stock. The option originally was to become eligible to vest based on the Issuer's results as measured against performance levels for each of Fiscal Year 2013 and 2014, but pursuant to the Merger Agreement, the performance condition was deemed to have been met, resulting in treating the option as if it had vested with regard to the 85,000 shares of Common Stock. The PSU was cancelled and entitled the reporting person to receive (i) an amount in cash equal to the product of (x) the number of shares covered by the PSU (in this case, the 85,000 shares) multiplied by the (y) Per Share Merger Consideration, less applicable withholding taxes and (ii) one CVR for each share covered by the PSU. By: Barbara J. Olson, Attorney-in-Fact For: William Ingram 2014-03-18