Statement of Changes in Beneficial Ownership (4)
06 May 2023 - 6:53AM
Edgar (US Regulatory)
FORM 4
☒
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
JABLONSKY DANIEL L |
2. Issuer Name and Ticker or Trading Symbol
Maxar Technologies Inc.
[
MAXR
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
1300 W. 120TH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2023 |
(Street)
WESTMINSTER, CO 80234 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 5/3/2023 | | A | | 225048 (1) | A | (1) | 801753 (1)(2) | D | |
Common Stock | 5/3/2023 | | D | | 801753 (1)(2)(3) | D | (1)(2)(3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger dated as of Dec. 15, 2022 by and among the Issuer, Galileo Parent, Inc., a Delaware corporation, Galileo Bidco, Inc., a Delaware corporation, and Galileo Topco, Inc., a Delaware corporation ("Merger Agreement"), the number of shares of Issuer common stock underlying restricted stock units previously awarded by the Issuer that were subject to performance-based vesting conditions was deemed to equal the target number of shares subject to the applicable award multiplied by the applicable performance percentage set forth in the Merger Agreement. In accordance with the Merger Agreement, these awards converted into the right to receive a cash payment (without interest and subject to applicable taxes) equal to the amount obtained by multiplying the foregoing number of shares underlying each such award by $53.00, with the aggregate amount of such payment rounded down to the nearest cent. |
(2) | Includes 34,037 shares underlying restricted stock units that were granted in March 2023 and subject to time-based vesting conditions. Pursuant to the Merger Agreement (i) 33% of such RSUs were canceled and converted into a right to receive $53.00 per share of Issuer common stock covered by such RSUs (without interest and less any applicable withholding taxes) and (ii) 67% of such RSUs were converted into a right to receive a cash payment equal to $53.00 per share of Issuer common stock covered by such RSUs (without interest and less any applicable withholding taxes), to be distributed in two substantially equal installments on January 1, 2024 and January 1, 2025, subject to the holder's continued employment with the Issuer or earlier severance-qualifying termination. |
(3) | Pursuant to the Merger Agreement, each share of Issuer common stock, par value $0.0001 per share, and each share of Issuer common stock underlying restricted stock units subject to time-based vesting conditions (except as described in footnote 2 with respect to time-based restricted stock units granted in 2023), automatically and without any required action by the Reporting Person, was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) of $53.00. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
JABLONSKY DANIEL L 1300 W. 120TH AVENUE WESTMINSTER, CO 80234 | X |
| President and CEO |
|
Signatures
|
/s/ Eric J. Pagels, attorney-in-fact for Daniel L. Jablonsky | | 5/5/2023 |
**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 control number. |
Maxar Technologies (NYSE:MAXR)
Historical Stock Chart
From Nov 2024 to Dec 2024
Maxar Technologies (NYSE:MAXR)
Historical Stock Chart
From Dec 2023 to Dec 2024
Real-Time news about Maxar Technologies Inc (New York Stock Exchange): 0 recent articles
More Maxar Technologies Inc. News Articles