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4//SEC Filing

Crane Stephen P 4

Accession 0000020629-20-000018

CIK 0000020629other

Filed

Mar 3, 7:00 PM ET

Accepted

Mar 4, 5:31 PM ET

Size

8.1 KB

Accession

0000020629-20-000018

Insider Transaction Report

Form 4
Period: 2020-03-03
Transactions
  • Disposition from Tender

    Common Stock ($.10 par value)

    2020-03-03$9.40/sh3,242$30,4750 total
  • Disposition to Issuer

    Restricted Stock Units

    2020-03-038,8830 total
    Exercise: $0.00Common Stock ($.10 par value) (8,883 underlying)
Footnotes (2)
  • [F1]Pursuant to the terms of the agreement and plan of merger (the "Merger Agreement"), dated January 20, 2020, by and among CSS Industries, Inc., a Delaware corporation (the "Issuer"), TOM MERGER SUB INC., a Delaware corporation ("Merger Sub") and direct, wholly owned subsidiary of IG Design Group Americas, Inc., a Georgia corporation and wholly owned subsidiary of IG Design Group Plc, a public limited company incorporated and registered in England and Wales, on March 3, 2020, Merger Sub accepted the disposed shares that were tendered pursuant to Merger Sub's tender offer (the "Offer") for all of the outstanding shares of Issuer's common stock at a purchase price of $9.40 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes. Following consummation of the Offer, on March 3, 2020, Merger Sub merged with and into the Issuer (the "Merger").
  • [F2]Pursuant to the Merger Agreement, on March 3, 2020, each outstanding restricted stock unit (each, an "Issuer RSU") became fully vested and was cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) $9.40, multiplied by (B) the number of shares of the Issuer's common stock subject to such Issuer RSU immediately prior to the effective time of the Merger.

Issuer

CSS INDUSTRIES INC

CIK 0000020629

Entity typeother

Related Parties

1
  • filerCIK 0001735870

Filing Metadata

Form type
4
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 5:31 PM ET
Size
8.1 KB