Per the company Insider Trading policy:
"Material Information Defined
.Information is deemed “material” if it could affect the market price of a security (i.e., stock, option, bond, etc.)
or if a reasonable investor would attach importance to the information in deciding whether to buy, sell or hold a
security. Material information can include information that something is likely to happen – or just that it might
happen. Examples of some types of Company information that can be material are:
• Financial and operating performance, especially quarterly and year-end earnings and significant
changes in financial performance, outlook or liquidity.
• A significant change in the Company’s debt ratings.
• Estimates or projections by the Company’s officers of future earnings or losses, especially Company
projections that significantly differ from external expectations.
• Events or business operations which are likely to affect future revenues or earnings (for example,
mergers and acquisitions, the acquisition or divestiture of significant assets, subsidiaries or business
units, exploration drilling progress, discoveries of oil and gas, and the execution, or loss, of important
contracts with partners or other parties).
•Plans for substantial capital investments.
•Stock splits or other recapitalizations, capital restructuring, public or private securities offerings, or
changes in Company dividend policies or amounts.
•Redemptions or repurchases by the Company of its securities.
•Actual or threatened major litigation, developments in major litigation or the resolution of such
litigation.
•Significant changes in senior management.
•Any other information which is likely to have a significant impact on the Company’s financial results or
share price.
Non-public Information Defined
“Nonpublic information” is information about the Company that is not known to the general public.
Information is considered to be non-public until it has been effectively disclosed to the public and there has
been adequate time for the market as a whole to digest that information (generally, the third trading day after
disclosure). Examples of effective disclosure include the Company’s Edgar filings with the U.S. Securities and
Exchange Commission (the “SEC”), filings on SEDAR required by Canadian securities regulatory agencies,
and press releases. Generally, no transactions should take place until 24 hours after the release of easily
understood earnings information or the third trading day after the disclosure of other material information.
Prohibited Transactions
Transactions in Company Securities.
When an employee knows material, non-public information about the Company, he or she may not:
• Trade in Company securities. Buying or selling securities of the Company, whether in the form of
common shares, options or any other type of security, is prohibited. Indirectly trading in Company
securities through a corporation or other entity that you control, family or any other trust, private
superannuation fund, 401(K) plan, IRA trust or otherwise, is also prohibited.
• Advise others to buy, hold or sell Company securities. Even if no material, nonpublic information is
actually disclosed, employees may not suggest buying or selling any Company securities while in
possession of material, nonpublic information.
• Have others trade for him or her in Company securities. Employees may not authorize any member of
his or her immediately family or anyone acting on his or her behalf to trade in Company securities.
• Disclose the information to anyone else who might then trade (“tipping&rdquo
. Passing material, nonpublic
information on to a friend, relative or anyone else that buys or sells a security on the basis of that
information is prohibited.
• Assist anyone in any of these activities."
So at the time of these option exercises these individuals are saying they were not at that time in possession of any "material non-public information about the Company". IMHO they may have expected "material non-public information" to be coming quickly and decided to not have it happen and not be made public, and then be barred from exercising the options and getting in at what they consider bargain levels of the last week.
If you've never read the Insider Trading Policy of IOC, it's worth a read to understand these rules and when "trading windows" open and close. For instance, May 17th opens a trading window due to the May 15th release of earnings tonight after markets close.
Also, I believe Phil was able to exercise his options under the following:
"Excluded Transactions.
Transactions by employees that are not covered by the foregoing trading restrictions are: (1) stock option exercises where the employee holds onto the shares acquired in the exercise."
http://www.interoil.com/iocfiles/documents/corporateinformation/corporategovernance/2007-09-10%20Insider%20Trading%20Policy%20FINAL.pdf
