0001181431-13-036413.txt : 20130624 0001181431-13-036413.hdr.sgml : 20130624 20130624142812 ACCESSION NUMBER: 0001181431-13-036413 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130624 FILED AS OF DATE: 20130624 DATE AS OF CHANGE: 20130624 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TELULAR CORP CENTRAL INDEX KEY: 0000915324 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 363885440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 4300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123798397 MAIL ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 4300 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brody George CENTRAL INDEX KEY: 0001307215 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23212 FILM NUMBER: 13929361 MAIL ADDRESS: STREET 1: TELULAR CORPORATION STREET 2: 647 NORTH LAKEVIEW PARKWAY CITY: VERNON HILLS STATE: IL ZIP: 60061 4 1 rrd383758.xml TENDER OFFER X0306 4 2013-06-24 0 0000915324 TELULAR CORP WRLS 0001307215 Brody George 311 S. WACKER DRIVE SUITE 4300 CHICAGO IL 60606 0 1 0 0 Sr VP GM Terminal Segment Common Stock 2013-06-24 4 U 0 62020 12.61 D 0 D Stock Options (right to buy) 7.99 2013-06-24 4 D 0 25000 7.99 D 2013-10-30 Common Stock 25000 194400 D Stock Options (right to buy) 3.95 2013-06-24 4 D 0 40000 3.95 D 2014-02-05 Common Stock 40000 154400 D Stock Option (right to buy) 1.49 2013-06-24 4 D 0 40000 1.49 D 2014-09-30 Common Stock 40000 114400 D Stock Options (right to buy) 3.00 2013-06-24 4 D 0 15000 3.00 D 2015-11-03 Common Stock 15000 99400 D Stock Options (right to buy) 4.86 2013-06-24 4 D 0 35000 4.86 D 2016-02-02 Common Stock 35000 64400 D Stock Options (right to buy) 6.00 2013-06-24 4 D 0 19900 6.00 D 2017-11-08 Common Stock 19900 44500 D Stock Options (right to buy) 9.60 2013-06-24 4 D 0 44500 9.60 D 2018-12-10 Common Stock 44500 0 D Restricted Stock Units 2013-06-24 4 D 0 24068 D Common Stock 24068 0 D Disposed of pursuant to the Agreement and Plan of Merger dated April 29, 2013 between Telular Corporation, ACP Tower Holdings,LLC and ACP Tower Merger Sub, Inc. The Reporting Person will receive the difference between $12.61 and the respective exercise price per option. These options were vested 33% on 10/30/2008, 33% on 10/30/2009 and 34% on 10/30/2010. These options were vested 33% on 2/05/2009, 33% on 2/05/2010 and 34% on 2/05/2011. These options were vested 1/6 on the six month anniversary of the grant date, 11/04/2008, then 1/36 each month thereafter through 9/30/2011. These options were vested 1/6 on the six month anniversary of the grant date, 11/03/2009, then 1/36 each month thereafter through 11/03/2012. These options were vested 1/6 on the six month anniversary of the grant date, 02/02/2010, then 1/36 each month thereafter through 02/02/2013. These options were vested 1/6 on the six month anniversary of the grant date, 11/08/2011, then 1/36 each month thereafter through 11/08/2014. These options were vested 1/6 on the six month anniversary of the grant date, 12/10/2012, then 1/36 each month thereafter through 12/10/2015. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Telular common stock. These RSUs were granted to the Reporting Person pursuant to achieving fiscal years 2011 and 2012 performance measurements and a grant in fiscal year 2013 for performance measurements not yet achieved. Pursuant to the Agreemnt and Plan of Merger, all RSUs, earned and unearned, will be canceled and converted into rights to receive, in cash, $12.61 per unit. Unearned performance-based RSUs vested at target levels in accordance with the Agreement and Plan of Merger. /s/ George S. Brody 2013-06-24