0000886035-18-000049.txt : 20180606 0000886035-18-000049.hdr.sgml : 20180606 20180606125005 ACCESSION NUMBER: 0000886035-18-000049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180606 FILED AS OF DATE: 20180606 DATE AS OF CHANGE: 20180606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Moser Emerson C CENTRAL INDEX KEY: 0001629800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12983 FILM NUMBER: 18883414 MAIL ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CABLE CORP /DE/ CENTRAL INDEX KEY: 0000886035 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 061398235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 BUSINESS PHONE: 8595728000 MAIL ADDRESS: STREET 1: 4 TESSENEER DRIVE CITY: HIGHLAND HEIGHTS STATE: KY ZIP: 41076 4 1 wf-form4_152830378915469.xml FORM 4 X0306 4 2018-06-06 1 0000886035 GENERAL CABLE CORP /DE/ BGC 0001629800 Moser Emerson C 4 TESSENEER DRIVE HIGHLAND HEIGHTS KY 41076 0 1 0 0 SVP, General Counsel & Sec. Common Stock 2018-06-06 4 D 0 71534 30 D 0 D Common Stock 2018-06-06 4 D 0 2157.30 30 D 0 I By 401(k) Plan Performance Stock Unit 0.0 2018-06-06 4 D 0 34504 30 D Common Stock 34504.0 0 D Performance Stock Unit 0.0 2018-06-06 4 D 0 16243 30 D Common Stock 16243.0 0 D Employee Stock Option (right to buy) 16.8 2018-06-06 4 D 0 13274 13.20 D 2027-02-10 Common Stock 13274.0 0 D Phantom Stock 2018-06-06 4 D 0 3.646 30 D Common Stock 3.646 0 D Pursuant to the merger agreement by and among Prysmian S.p.A., Alisea Corp., and General Cable, dated as of December 3, 2017, ("Merger Agreement"): (i) 47,865 shares of common stock were cancelled and converted into the right to receive $30.00 per share in cash without interest, and (ii) 23,669 restricted stock units ("RSUs") were each cancelled and converted into an award (a "Converted RSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such RSU multiplied by $30.00. Each Converted RSU is subject to the same terms and conditions that were applicable to such RSU immediately prior to the effective time, provided that the Converted RSU will vest on the earlier of (A) the originally scheduled vesting date and (B) the date that is six months after the completion of the merger, subject to continued service through such time (or upon such officer's earlier qualifying termination of employment). Pursuant to the Merger Agreement, each share of common stock was converted into the right to receive $30.00 in cash without interest. This performance stock unit ("PSU") was granted on February 11, 2016 with a three-year performance period commencing as of January 1, 2016. Pursuant to the Merger Agreement, each outstanding PSU granted in 2016 was cancelled and converted into an award (a "2016 Converted PSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such PSU (based on actual performance) multiplied by $30.00. Each 2016 Converted PSU is subject to the same terms and conditions that were applicable to such PSU immediately prior to the effective time of the merger, provided that the performance-vesting conditions no longer apply. This PSU was granted on February 22, 2017 with a three-year performance period commencing as of January 1, 2017. Pursuant to the Merger Agreement, each outstanding PSU granted in 2017 was cancelled and converted into an award (a "2017 Converted PSU") representing the right to receive (without interest) an amount in cash equal to the number of shares of common stock subject to such PSU (based on target performance) multiplied by $30.00. Each 2017 Converted PSU is subject to the same terms and conditions that were applicable to such PSU immediately prior to the effective time of the merger, provided that the performance-vesting conditions no longer apply. This option, which was granted on February 10, 2017, provided for vesting in three equal annual installments beginning on February 18, 2018. Pursuant to the Merger Agreement, each outstanding stock option was cancelled and converted into the right to receive (without interest) an amount in cash equal to the excess of $30.00 over the exercise price per share of common stock subject to such stock option. Each share of phantom stock was the equivalent of one share of common stock. Pursuant to the Merger Agreement, each share of phantom stock was cancelled and converted into the right to receive $30.00 in cash without interest. /s/ Mary E. Talbott, as Attorney-in-Fact for Emerson C. Moser 2018-06-06