0001209191-17-056519.txt : 20171010 0001209191-17-056519.hdr.sgml : 20171010 20171010175401 ACCESSION NUMBER: 0001209191-17-056519 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171005 FILED AS OF DATE: 20171010 DATE AS OF CHANGE: 20171010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scott Walter S. CENTRAL INDEX KEY: 0001463486 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34299 FILM NUMBER: 171131379 MAIL ADDRESS: STREET 1: 1300 WEST 120TH AVENUE CITY: WESTMINSTER STATE: CO ZIP: 80234 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITALGLOBE, INC. CENTRAL INDEX KEY: 0001208208 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1300 WEST 120TH AVENUE CITY: WESTMINSTER STATE: CO ZIP: 80234 BUSINESS PHONE: 3036844000 MAIL ADDRESS: STREET 1: 1300 WEST 120TH AVENUE CITY: WESTMINSTER STATE: CO ZIP: 80234 FORMER COMPANY: FORMER CONFORMED NAME: DIGITALGLOBE INC DATE OF NAME CHANGE: 20021129 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-05 1 0001208208 DIGITALGLOBE, INC. DGI 0001463486 Scott Walter S. 1300 W. 120TH AVENUE WESTMINSTER CO 80234 0 1 0 0 EVP and CTO Common Stock 2017-10-05 4 D 0 89669 D 0 D Common Stock 2017-10-05 4 D 0 67167 D 0 I By Trust Employee Stock Option (right to buy) 27.40 2017-10-05 4 D 0 9742 D 2018-01-31 Common Stock 9742 0 D Employee Stock Option (right to buy) 27.40 2017-10-05 4 D 0 4223 D 2018-03-07 Common Stock 4223 0 D Employee Stock Option (right to buy) 21.30 2017-10-05 4 D 0 6880 D 2019-03-23 Common Stock 6880 0 D Employee Stock Option (right to buy) 27.40 2017-10-05 4 D 0 1957 D 2018-01-31 Common Stock 1957 0 D Employee Stock Option (right to buy) 27.40 2017-10-05 4 D 0 24301 D 2008-01-31 Common Stock 24301 0 D Employee Stock Option (right to buy) 29.60 2017-10-05 4 D 0 11970 D 2021-02-23 Common Stock 11970 0 D Employee Stock option (right to buy) 27.40 2017-10-05 4 D 0 4957 D 2018-03-07 Common Stock 4957 0 D Employee Stock Option (right to buy) 21.30 2017-10-05 4 D 0 15111 D 2019-03-23 Common Stock 15111 0 D Employee Stock Option (right to buy) 24.18 2017-10-05 4 D 0 14607 D 2020-03-02 Common Stock 14607 0 D Employee Stock Option (right to buy) 11.80 2017-10-05 4 D 0 64167 D 2022-03-06 Common Stock 64167 0 D Pursuant to the terms of the Agreement and Plan of Merger dated as of February 24, 2017 ("Merger Agreement"), by and among the Issuer, MacDonald, Dettwiler and Associates Ltd., ("MDA"), SSL MDA Holdings, Inc., and Merlin Merger Sub, Inc., at the Effective Time (as defined in the Merger Agreement), each share of Issuer common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive: (i) $17.50 in cash, without interest and less any required withholding taxes, and (ii) 0.3132 of an MDA common share, rounded down to the nearest share. Includes shares underlying time-based vesting restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, the RSUs were assumed by MDA at the Effective Time and represented the right to receive $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such RSUs. The shares underlying such RSUs continued to vest and be subject to the original terms and conditions as were applicable before the Effective Time, except that the cash component was deemed fully vested at the Effective Time. Pursuant to the terms of the Merger Agreement, (i) PSUs (as defined below) subject to an ROIC vesting metric were deemed to be achieved at "target" levels, and (ii) PSUs subject to a TSR vesting metric were deemed to be achieved as of the last trading date prior to the Effective Time and at a stock price equal to the average of the closing prices for a share of Issuer common stock for the period of five trading days immediately prior to the Effective Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that remained subject to unsatisfied performance-based vesting requirements ("PSU") received cash consideration of $17.50 in cash and 0.3132 shares of MDA common stock for each share of Issuer common stock subject to such PSU. Walter S. Scott and Diane Scott TTEES The Walter and Diane Scott Living Trust DTD 3-19-00. The Reporting Person was granted an option to purchase up to 9,742 shares of Issuer common stock on January 31, 2008. The option was fully vested at the Effective Time. Disposed of pursuant to the Merger Agreement, pursuant to which all outstanding options fully vested and converted into the right to receive cash in an amount equal to the product of $17.50 and the number of shares subject to the option less the Total Cash Exercise Price (as defined in the Merger Agreement) and a number of MDA shares equal to (a) the positive difference, if any, between (i) the product of 0.3132, the Parent Closing Stock Value (as defined in the Merger Agreement) and the number of Issuer shares subject to the option less (ii) the aggregate exercise price of the option reduced by the Total Cash Exercise Price, divided by (b) the Parent Closing Stock Value. The Reporting Person was granted an option to purchase up to 4,223 shares of Issuer common stock on March 7, 2008. The option was fully vested at the Effective Time. The Reporting Person was granted an option to purchase up to 1,957 shares of Issuer common stock on January 31, 2008. The option was fully vested as of the Effective Time. The Reporting Person was granted an option to purchase up to 24,301 shares of Issuer common stock on January 31, 2008. The option was fully vested at the Effective Time. The Reporting Person was granted an option to purchase up to 11,970 shares of Issuer common stock on February 23, 2011. The option was fully vested at the Effective Time. The Reporting Person was granted an option to purchase up to 4,957 shares of Issuer common stock on March 7, 2008. The option was fully vested at the Effective Time. The Reporting Person was granted an option to purchase up to 15,111 shares of Issuer common stock on March 23, 2009. The option was fully vested at the Effective Time. The Reporting Person was granted an option to purchase up to 14,607 shares of Issuer common stock on March 2, 2010. The option was fully vested at the Effective Time. The Reporting Person was granted an option to purchase up to 64,167 shares of Issuer common stock on March 6, 2012. The option was fully vested at the Effective Time. /s/ Amy Flakne, attorney-in-fact for Walter S. Scott 2017-10-10