0000899243-17-004004.txt : 20170214 0000899243-17-004004.hdr.sgml : 20170214 20170214174006 ACCESSION NUMBER: 0000899243-17-004004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170210 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inteliquent, Inc. CENTRAL INDEX KEY: 0001292653 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 550 WEST ADAMS ST STREET 2: 9TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 312-384-8040 MAIL ADDRESS: STREET 1: 550 WEST ADAMS ST STREET 2: 9TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 FORMER COMPANY: FORMER CONFORMED NAME: Inteliquent Inc DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: Neutral Tandem Inc DATE OF NAME CHANGE: 20040603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BULLOCK JOHN T. CENTRAL INDEX KEY: 0001634163 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33778 FILM NUMBER: 17611083 MAIL ADDRESS: STREET 1: C/O INTELIQUENT, INC. STREET 2: 550 W. ADAMS STREET, SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60661 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-02-10 1 0001292653 Inteliquent, Inc. IQNT 0001634163 BULLOCK JOHN T. 550 W ADAMS STE 900 CHICAGO IL 60661 0 1 0 0 CTO & EVP Common Stock, par value $0.001 per share 2017-02-10 4 D 0 41746 23.00 D 4348 D Common Stock, par value $0.001 per share 2017-02-10 4 J 0 4348 23.00 D 0 D Employee Stock Option (right to purchase) 21.81 2017-02-10 4 D 0 35000 1.19 D 2019-08-26 Common Stock 35000 0 D Employee Stock Option (right to purchase) 2.67 2017-02-10 4 D 0 26088 20.33 D 2023-03-15 Common Stock 26088 0 D Employee Stock Option (right to purchase) 13.86 2017-02-10 4 D 0 6566 9.14 D 2024-03-17 Common Stock 6566 0 D Employee Stock Option (right to purchase) 15.49 2017-02-10 4 D 0 7154 7.51 D 2025-03-13 Common Stock 7154 0 D Employee Stock Option (right to purchase) 16.78 2017-02-10 4 D 0 9120 6.22 D 2026-02-22 Common Stock 9120 0 D Performance Stock Units 2017-02-10 4 D 0 5003 D 2018-03-15 Common Stock 5258 0 D Performance Stock Units 2017-02-10 4 D 0 5959 D 2019-03-15 Common Stock 3497 0 D On November 2, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Onvoy, LLC ("Onvoy") and Onvoy Igloo Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Onvoy. The Merger became effective on February 10, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 ("Common Stock"), issued and outstanding prior to the Effective Time was automatically cancelled and converted into the right to receive a cash payment equal to $23.00, without interest, less any applicable tax withholding. This amount includes 29,877 shares of restricted stock that became fully vested at the Effective Time pursuant to the Merger Agreement. Pursuant to the Contribution Agreement, dated February 10, 2017 (the "Contribution Agreement"), between the reporting person and GTCR Onvoy Holdings LLC ("Holdco"), the reporting person contributed these shares to Holdco (the "Rollover") in exchange for membership units of Holdco calculated in accordance with the Contribution Agreement effective as of the Effective Time. For the purposes of the Rollover, the reporting person's shares were valued at $23.00 per share. Pursuant to the terms of the Merger Agreement, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was automatically converted into the right to receive a cash payment equal to the product of (A) the total number of shares of Common Stock issuable upon exercise of such option and (B) the excess, if any, of $23.00 over the exercise price per share of such option, less any applicable tax withholding. Represents previously unvested performance stock units ("PSUs"). Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 140% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon total shareholder return ("TSR") of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2015 through and including the closing date of the Merger compared to the total number of days in the measuring period. (continued from footnote 5) The number in clause (A) also includes 326 shares of common stock, representing dividends paid during the measuring period. Represents previously unvested PSUs. Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 150% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon TSR of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2016 through and including the closing date of the Merger compared to the total number of days in the measuring period. The number in clause (A) also includes 183 shares of common stock, representing dividends paid during the measuring period. /s/ Richard L. Monto, as Attorney-in-Fact for John T. Bullock 2017-02-14