0001247741-14-000036.txt : 20140318 0001247741-14-000036.hdr.sgml : 20140318 20140318184852 ACCESSION NUMBER: 0001247741-14-000036 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: ELLIOTT JERRY CENTRAL INDEX KEY: 0001179509 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34865 FILM NUMBER: 14702286 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2014-03-13 1 0001065049 LEAP WIRELESS INTERNATIONAL INC LEAP 0001179509 ELLIOTT JERRY C/O LEAP WIRELESS INTERNATIONAL, INC. 5887 COPLEY DRIVE SAN DIEGO CA 92111 0 1 0 0 President and COO Common Stock 2014-03-13 4 D 0 130714 15 D 0 D Non-Qualified Stock Option (right to buy) 5.34 2014-03-13 4 D 0 112500 15 D 2022-05-14 Common Stock 112500 0 D Performance-Based Share Units 0 2014-03-13 4 D 0 45000 15 D 2014-03-13 2016-12-31 Common Stock 45000 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 was scheduled to vest in four equal installments on May 14, 2013, May 14, 2014, May 14, 2015 and May 14, 2016, 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. On May 14, 2013, the reporting person was granted an option (the "PSU") to purchase 45,000 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. 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 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: Jerry V. Elliott 2014-03-18