stuck, mouton re: Insider sales
(Dew, if you're reading this, hit Go Back immediately since Insider minutia follows.)
Seeing your posts reminded me that I never looked into the details regarding Gold's "remaining 600K shares".
I do not know the precise rules that govern the calculation of "Remaining" on the Form 4s. However, based on scanning the 4's and the 2006 Annual report some educated guesses are possible. Someone knowledgeable about SEC minutia (like Dew) might be able to advise more precisely.
Here are the facts as I see them.
On April 4 Gold executed about 151K Options and sold the resulting Shares immediately. He also sold about 51K Shares that he previously owned outright (the vast majority likely being from Stock Grants, not purchased from his own funds). The breakdown of the 151K is --
-- 100K had a strike price of $2.21
-- 16K had a strike price of $4.95
-- 35K had a strike price of $5.45
Basically he sold everything in which he was vested for those three grant strike prices.
After these transactions he had about 565K Options vested and in the money, but chose not to execute. He also kept about 189K Shares that he owned outright.
The good news regarding Options -- He kept the 565K Options.
Regarding Stock that he owned outright, he had 240K Shares, and "only" sold about 51K shares. But one thing I cannot verify is if any of the Shares he kept had restrictions on them. I did not go thru every prior Grant to determine this, nor could I find a summary number already calculated. I think it is quite safe to assume, however, he could technically have sold much, much more than 51K Shares, and possibly could have sold all 240K.
One interesting item regarding the Share sales -- The Annual Report states that on 12/31/2006 he owned 189,486 Shares. Interestingly after he sold the 51K Shares, that is the same exact number he still owned, per the April Form 4. So it looks like he made a conscious decision to only sell the incremental Shares that became vested between 12/31/06 and 4/3/07. Presumably he would have sold his highest basis shares, and this would likely have been the ones most recently acquired. But I found it odd that he apparently decided to keep the same exact number he had at EOY.
The bad news regarding Options -- Of the 565K he kept, 465K of them have "high" grant prices -- avg of $8.51. The other 100K are at $5.74. (BTW -- Letting these $5.74s ride is mildly "positive". If he was truly just greedy, and truly unsure about DNDN's future, you gotta think he's going to execute those $5.74s along with the 35K that he executed at $5.45.)
Bottom line IMHO -- It looks like he hedged, as opposed to bailed. It would be interesting to know if he was restricted from selling more Shares he owned outright, but my guess is he could have sold alot more than 51K. Keeping 189K is meaningful.
Regarding BOD member Kunath -- it looks like she executed and sold every option she could, and sold virutally every share she owned outright. Complete bailout. She should not be on the board.
Regarding BOD memeber Dziurynsky -- He hedged. Looks like he sold half of his shares (25K), and he had 80K vested and in-the-money options that he didn't touch. Don't know the strike prices, but since he's been on the board since 01 some of them have to be attractive if he was wanting to bail.
Best for last: Urdal. Didn't realize it till now, but he is the current mambo king in terms of ownership stakes. On 12/31 he owned 506K Shares outright, and had 375K Options. Did not sell or execute a single one. And of course -- other than our terrible trio -- not a single other executive or BOD sold anything either.
These guys thought approval was a lock, no doubts.
Net net: this was not massive selling. Kunath strikes me as purely a money player, with no long term interest in or commitment to DNDN. Gold and Dzy hedged, and it's a pity (crime?) that they didn't extend the same careful approach to DNDN's checkbook.
FWIW
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