SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Orbitz Worldwide, Inc. [ OWW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/16/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/16/2015 | M(1) | 9,700 | A | $4.9 | 573,328 | D | |||
| Common Stock | 09/16/2015 | S(1) | 9,700 | D | $12.033(2) | 563,628 | D | |||
| Common Stock | 09/17/2015 | D(3) | 563,628 | D | $12 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (Right to Buy)(4) | $4.9 | 09/16/2015 | M(1) | 9,700 | (5) | 06/02/2017 | Common Stock | 9,700 | $4.9 | 360,300 | D | ||||
| Employee Stock Options (Right to Buy)(4) | $4.9 | 09/17/2015 | D(6) | 360,300 | (5) | 06/02/2017 | Common Stock | 360,300 | $4.9 | 0 | D | ||||
| Restricted Stock Units(4) | (7) | 09/17/2015 | D(8) | 103,126 | (9) | 02/20/2017 | Common Stock | 103,126 | $0 | 0 | D | ||||
| Restricted Stock Units(4) | (7) | 09/17/2015 | D(8) | 96,499 | (10) | 03/04/2018 | Common Stock | 96,499 | $0 | 0 | D | ||||
| Performance-based Restricted Stock Units(4) | (7) | 09/17/2015 | D(8) | 206,250 | (11) | 06/12/2016 | Common Stock | 206,250 | $0 | 0 | D | ||||
| Performance-based Restricted Stock Units(4) | (7) | 09/17/2015 | D(8) | 154,688 | (12) | 02/20/2017 | Common Stock | 154,688 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2012 and amended on June 10, 2013, February 25, 2014 and September 9, 2014. |
| 2. Shares were sold in a series of transactions within the same trading day at prices ranging from $12.00 to $12.06. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer. |
| 3. Disposed of pursuant to the Agreement and Plan of Merger by and among Expedia, Inc., Xeta, Inc. and Orbitz Worldwide, Inc. (the "Company") dated as of February 12, 2015 (the "Merger Agreement"). |
| 4. Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated. |
| 5. The stock options vest over a four year period, with 25% of the stock options vesting on June 2, 2011 and the remaining 75% of the stock options vesting ratably over the subsequent 36 month period, with the final portion of the stock options vesting on June 1, 2014. |
| 6. Cancelled pursuant to the Merger Agreement in exchange for an amount in cash per share equal to the excess of $12.00 over the exercise price of the option. |
| 7. Each unit represents a right to receive, in the sole discretion of the Board of Directors of the Company, either (i) one share of the Company's common stock as of the vesting date, or (ii) cash equal to the fair market value of one share of the Company's common stock as of the vesting date. |
| 8. Disposed of pursuant to the Merger Agreement in exchange for shares of Expedia common stock calculated by multiplying the number of shares of the Company's common stock by the quotient obtained by dividing $12.00 by the volume-weighted average price for Expedia common stock for the 30 trading days prior to the closing date. |
| 9. The restricted stock units ("RSUs") vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017. |
| 10. The RSUs vest in four equal installments on each of March 4, 2015, March 4, 2016, March 4, 2017 and March 4, 2018. |
| 11. The performance-based restricted stock units ("PSUs") were granted in satisfaction of the performance requirement and vest in four equal installments on each of June 12, 2013, June 12, 2014, June 12, 2015 and June 12, 2016. |
| 12. The PSUs were granted in satisfaction of the performance requirement and vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017. |
| Remarks: |
| /s/ James F. Rogers, Attorney-in-fact for Barney Harford | 09/17/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||