0001179110-11-013670.txt : 20110928 0001179110-11-013670.hdr.sgml : 20110928 20110928172237 ACCESSION NUMBER: 0001179110-11-013670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110928 FILED AS OF DATE: 20110928 DATE AS OF CHANGE: 20110928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Romenesko Stuart R CENTRAL INDEX KEY: 0001349414 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51838 FILM NUMBER: 111112952 MAIL ADDRESS: STREET 1: 15452 BOULDER POINTE RD CITY: EDEN PRAIRIE STATE: MN ZIP: 55347 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL TRAFFIC NETWORK, INC. CENTRAL INDEX KEY: 0001344907 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 331117834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 880 THIRD AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-896-1255 MAIL ADDRESS: STREET 1: 880 THIRD AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 edgar.xml FORM 4 - X0304 4 2011-09-28 1 0001344907 GLOBAL TRAFFIC NETWORK, INC. GNET 0001349414 Romenesko Stuart R 15452 BOULDER POINTE ROAD EDEN PRAIRIE MN 55347 1 0 0 0 Common stock 2011-09-28 4 U 0 29999 D 0 D Stock Option (right to buy) 4.1 2011-09-28 4 U 0 50000 D 2017-02-14 Common Stock 50000 0 D Represents unvested shares of restricted stock that were converted into the right to receive $14.00 per share in cash (without interest and less any required withholding taxes), in accordance with the terms and conditions of the Agreement and Plan of Merger, dated August 2, 2011 (the "Merger Agreement"), a copy of which was filed with the SEC on August 3, 2011. 16,667 shares vested on each 2/14/08 and 2/14/09; 16,666 shares vested on 2/14/10. These stock options were canceled in exchange for the right to receive a cash payment (without interest and less any required withholding taxes) for each such option equal to the excess of $14.00 over the per-share exercise price of such option multiplied by the number of shares underlying such stock option in accordance with the terms and conditions of the Merger Agreement. /s/ Stuart R. Romenesko 2011-09-28