0001179110-17-003555.txt : 20170302 0001179110-17-003555.hdr.sgml : 20170302 20170302101813 ACCESSION NUMBER: 0001179110-17-003555 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170228 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bats Global Markets, Inc. CENTRAL INDEX KEY: 0001659228 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 463583191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8050 MARSHALL DRIVE STREET 2: SUITE 120 CITY: LENEXA STATE: KS ZIP: 66214 BUSINESS PHONE: (913) 815-7000 MAIL ADDRESS: STREET 1: 8050 MARSHALL DRIVE STREET 2: SUITE 120 CITY: LENEXA STATE: KS ZIP: 66214 FORMER COMPANY: FORMER CONFORMED NAME: BATS Global Markets, Inc. DATE OF NAME CHANGE: 20151123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Isaacson Christopher A CENTRAL INDEX KEY: 0001538451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37732 FILM NUMBER: 17657275 MAIL ADDRESS: STREET 1: 8050 MARSHALL DRIVE STREET 2: SUITE 120 CITY: LENEXA STATE: KS ZIP: 66214 FORMER NAME: FORMER CONFORMED NAME: Isaacson Chris A DATE OF NAME CHANGE: 20111229 4 1 edgar.xml FORM 4 - X0306 4 2017-02-28 1 0001659228 Bats Global Markets, Inc. BATS 0001538451 Isaacson Christopher A 8050 MARSHALL DRIVE SUITE 120 LENEXA KS 66214 0 1 0 0 EVP, Global CIO Common Stock 2017-02-28 4 D 0 232794 D 0 D Employee Stock Option (Right to Buy) 12.52 2017-02-28 4 D 0 31535 D 2019-04-30 Common Stock 31535 0 D Employee Stock Option (Right to Buy) 9.83 2017-02-28 4 D 0 126145 D 2020-01-31 Common Stock 126145 0 D As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, CBOE Holdings, Inc. ("CBOE"), CBOE Corporation and CBOE V, LLC, dated as of September 25, 2016 (the "Merger Agreement"), each outstanding share of common stock of the Issuer ("Common Stock") was canceled and converted into the right to receive (i) 0.3201 of a share of common stock of CBOE, par value $0.01 per share ("CBOE Common Stock") and $10.00 in cash, (ii) an amount of cash, without interest, equal to the sum of (a) $10 and (b) the product obtained by multiplying 0.3201 by the volume-weighted average price of shares of CBOE Common Stock for the period of the ten consecutive trading days ending on the second full trading day prior to the Effective Time (the "Closing VWAP"), or (iii) a number of shares of CBOE Common Stock equal to the sum of (a)0.3201 and (b) the quotient obtained by dividing $10 by the Closing VWAP (the "Exchange Ratio"). Includes: 3,096 shares of restricted Common Stock that are scheduled to vest 12/1/2017, 9,981 shares of restricted Common Stock that are scheduled to vest 12/1/2018, 16,037 shares of restricted Common Stock that are scheduled to vest 12/1/2019; 7,095 shares of restricted Common Stock that are scheduled to vest 12/15/2019; 83,877 shares of restricted Common Stock that are scheduled to vest 1/13/2020. Pursuant to the Merger Agreement, at the Effective Time, each outstanding award of restricted Common Stock held by the Reporting Person will be cancelled and converted into an award of restricted shares of CBOE Common Stock, subject to the same terms and conditions that applied to the applicable restricted Common Stock award immediately prior to the Effective Time (but taking into account any changes, including any acceleration of vesting of such shares of restricted Common Stock, occurring by reason provided for in the Merger Agreement). The number of shares of CBOE Common Stock subject to each such award shall be equal to the number of shares of Common Stock subject to the corresponding restricted Common Stock award multiplied by the Exchange Ratio. Pursuant to the Merger Agreement, at the Effective Time, each outstanding unexercised option to purchase Common Stock, whether vested or unvested ("Bats Stock Options"), will be converted into an option to purchase CBOE Common Stock, with the same terms and conditions (including vesting schedule) as were applicable to such Bats Stock Option (taking into account any acceleration of vesting due to the transactions contemplated by the Merger Agreement). The number of shares of CBOE Common Stock subject to each converted option will be equal to the number of shares of Common Stock subject to the corresponding Bats Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio (subject to certain adjustments and rounding), and the exercise price of such option to purchase CBOE Common Stock will be equal to the per share exercise price under the corresponding Bats Stock Option divided by the Exchange Ratio (subject to certain adjustments and rounding). The stock options were granted on 5/1/2009 and are fully vested. The stock options were granted on 2/1/2010 and are fully vested. /s/ Greg Steinberg, as Attorney-in-fact 2017-02-28