0001192482-11-000233.txt : 20110811
0001192482-11-000233.hdr.sgml : 20110811
20110811155405
ACCESSION NUMBER: 0001192482-11-000233
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110809
FILED AS OF DATE: 20110811
DATE AS OF CHANGE: 20110811
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BERNSTEIN GEORGE
CENTRAL INDEX KEY: 0001257457
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10031
FILM NUMBER: 111027737
MAIL ADDRESS:
STREET 1: C/O NOBEL LEARNING COMMUNITIES INC
STREET 2: 1615 WEST CHESTER PIKE STE 200
CITY: WEST CHESTER
STATE: PA
ZIP: 19382-6223
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NOBEL LEARNING COMMUNITIES INC
CENTRAL INDEX KEY: 0000721237
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 222465204
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1615 W CHESTER PIKE
STREET 2: STE 200
CITY: WEST CHESTER
STATE: PA
ZIP: 19382-6223
BUSINESS PHONE: 484-947-2000
MAIL ADDRESS:
STREET 1: 1615 W CHESTER PIKE
STREET 2: STE 200
CITY: WEST CHESTER
STATE: PA
ZIP: 19382-6223
FORMER COMPANY:
FORMER CONFORMED NAME: NOBEL EDUCATION DYNAMICS INC
DATE OF NAME CHANGE: 19931222
FORMER COMPANY:
FORMER CONFORMED NAME: ROCKING HORSE CHILD CARE CENTERS OF AMERICA INC /DE/
DATE OF NAME CHANGE: 19931222
FORMER COMPANY:
FORMER CONFORMED NAME: PETRIE CORP
DATE OF NAME CHANGE: 19851031
4
1
edgar.xml
PRIMARY DOCUMENT
X0304
4
2011-08-09
1
0000721237
NOBEL LEARNING COMMUNITIES INC
NLCI
0001257457
BERNSTEIN GEORGE
1615 WEST CHESTER PIKE, SUITE 200
WEST CHESTER
PA
19382-6223
1
1
0
0
President and Chief Executive
Common Stock
2011-08-09
4
D
0
34500
11.75
D
0
D
Stock Option (Right to Buy)
4.75
2011-08-09
4
D
0
100000
0
D
2013-07-28
Common Stock
100000
0
D
Stock Option (Right to Buy)
7.245
2011-08-09
4
D
0
25000
0
D
2014-11-16
Common Stock
25000
0
D
Stock Option (Right to Buy)
9.32
2011-08-09
4
D
0
27000
0
D
2015-09-30
Common Stock
27000
0
D
Stock Option (Right to Buy)
10.07
2011-08-09
4
D
0
28000
0
D
2016-09-26
Common Stock
28000
0
D
Stock Option (Right to Buy)
14.73
2011-08-09
4
D
0
35000
0
D
2014-09-14
Common Stock
35000
0
D
Stock Option (Right to Buy)
15.27
2011-08-09
4
D
0
50000
0
D
2015-09-12
Common Stock
50000
0
D
Stock Option (Right to Buy)
9.89
2011-08-09
4
D
0
28000
0
D
2016-09-11
Common Stock
28000
0
D
Stock Option (Right to Buy)
6.17
2011-08-09
4
D
0
42000
0
D
2017-09-21
Common Stock
42000
0
D
Each issued and outstanding share of common stock was, as a result of the consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of May 17, 2011, by and among Nobel Learning Communities Inc., Academic Acquisition Corp.("AAC") and Academic Merger Sub, Inc., a wholly-owned subsidiary of AAC (the "Merger Agreement"), cancelled in exchange for the right to receive a per share amount equal to $11.75 in cash without interest.
This option, which vested in three equal annual installments commencing on July 28, 2004, was, as a result of the consummation of the merger contempleted by the Merger Agreement, cancelled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option.
This option, which vested in three equal annual installments commencing on November 16, 2005, was, as a result of the consummation of the merger contempleted by the Merger Agreement, cancelled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option.
This option, which vested in three equal annual installments commencing on September 30, 2006, was, as a result of the consummation of the merger contempleted by the Merger Agreement, cancelled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option.
This option, which vested in three equal annual installments commencing on September 26, 2007, was, as a result of the consummation of the merger contempleted by the Merger Agreement, cancelled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option.
This option, which vested in three equal annual installments commencing on September 14, 2008, was, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled for the right to receive a cash payment equal to the product of the number of shares subject to such option multiplied by $.10.
This option, which provided for vesting in three equal annual installments commencing on September 12, 2009, was, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled for the right to receive a cash payment equal to the product of the number of shares subject to such option multiplied by $.10.
This option, which provided for vesting in three equal annual installments commencing on September 11, 2010 was, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled for the right to receive a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option.
This option, which provided for vesting in three equal annual installments commencing on September 21, 2011, was, as a result of the consummation of the merger contemplated by the Merger Agreement, cancelled for the right to receive a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $11.75 over the exercise price per share of such option.
Bruce Friedman, Attorney in Fact for George Bernstein
2011-08-11